Exhibit 4.6


 








	
EXECUTION VERSION


	
 




 

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,
as Depositor,

 

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

 

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

 

WILMINGTON TRUST, NATIONAL ASSOCIATION,
as Trustee,

 

and

 

CITIBANK, N.A., 
as Certificate Administrator, 

 


 



 

TRUST AND SERVICING AGREEMENT

 

Dated as of March 6, 2020

 

 


 



 

Citigroup Commercial Mortgage Trust 2020-555,
Commercial Mortgage Pass-Through Certificates, Series 2020-555

 

	
 




 

 



    


     


    

 

TABLE OF CONTENTS

 

	
 

	
 

	
 

	
Page


	
 

	
 

	
 

	
 


	
1.

	
DEFINITIONS

	
 

	
5


	
 

	
 

	
 

	
 


	
 

	
1.1

	
Definitions

	
 

	
5


	
 

	
1.2

	
Interpretation

	
 

	
67


	
 

	
1.3

	
Certain Calculations in Respect of the Mortgage Loan

	
 

	
68


	
 

	
 

	
 

	
 

	
 


	
2.

	
DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES

	
 

	
71


	
 

	
 

	
 

	
 

	
 


	
 

	
2.1

	
Creation and Declaration of Trust; Conveyance of the Trust Loan

	
 

	
71


	
 

	
2.2

	
Acceptance by the Trustee and the Certificate Administrator

	
 

	
75


	
 

	
2.3

	
Representations and Warranties of the Trustee

	
 

	
77


	
 

	
2.4

	
Representations and Warranties of the Certificate Administrator

	
 

	
79


	
 

	
2.5

	
Representations and Warranties of the Servicer

	
 

	
80


	
 

	
2.6

	
Representations and Warranties of the Special Servicer

	
 

	
81


	
 

	
2.7

	
Representations and Warranties of the Depositor

	
 

	
83


	
 

	
2.8

	
[Reserved.]

	
 

	
84


	
 

	
2.9

	
Representations and Warranties Contained in the Trust Loan Purchase Agreement

	
 

	
84


	
 

	
2.10

	
Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests

	
 

	
86


	
 

	
2.11

	
Miscellaneous REMIC Provisions

	
 

	
86


	
 

	
 

	
 

	
 

	
 


	
3.

	
ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN

	
 

	
87


	
 

	
 

	
 

	
 


	
 

	
3.1

	
Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer

	
 

	
87


	
 

	
3.2

	
Sub-Servicing Agreements

	
 

	
89


	
 

	
3.3

	
Cash Management Accounts and Reserve Accounts; Interest Reserve Account 

	
 

	
90


	
 

	
3.4

	
Collection Account

	
 

	
91


	
 

	
3.5

	
Distribution Account

	
 

	
98


	
 

	
3.6

	
Foreclosed Property Account

	
 

	
99


	
 

	
3.7

	
Appraisal Reductions

	
 

	
100


	
 

	
3.8

	
Investment of Funds in the Collection Account and any Foreclosed Property Account

	
 

	
103


	
 

	
3.9

	
Payment of Taxes, Assessments, etc

	
 

	
105


	
 

	
3.10

	
Appointment of Special Servicer

	
 

	
105


	
 

	
3.11

	
Maintenance of Insurance and Errors and Omissions and Fidelity Coverage

	
 

	
112


	
 

	
3.12

	
Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Property

	
 

	
114




 

 



    i


     


    

 

	
 

	
3.13

	
Certificate Administrator to Cooperate; Release of Items in Mortgage Loan File

	
 

	
117


	
 

	
3.14

	
Title and Management of Foreclosed Property

	
 

	
117


	
 

	
3.15

	
Sale of Foreclosed Property

	
 

	
120


	
 

	
3.16

	
Sale of the Mortgage Loan

	
 

	
121


	
 

	
3.17

	
Servicing Compensation

	
 

	
124


	
 

	
3.18

	
Reports to the Certificate Administrator; Account Statements

	
 

	
129


	
 

	
3.19

	
Annual Statement as to Compliance

	
 

	
130


	
 

	
3.20

	
Annual Independent Public Accountants’ Servicing Report

	
 

	
132


	
 

	
3.21

	
Access to Certain Documentation Regarding the Mortgage Loan and Other Information

	
 

	
132


	
 

	
3.22

	
Inspections

	
 

	
134


	
 

	
3.23

	
Advances

	
 

	
134


	
 

	
3.24

	
Modifications of Mortgage Loan Documents; Due on Sale; Due on Encumbrance

	
 

	
139


	
 

	
3.25

	
Servicer and Special Servicer May Own Certificates

	
 

	
143


	
 

	
3.26

	
Mezzanine Intercreditor Agreement; Notice of Mortgage Loan Event of Default to Mezzanine Lenders; Co-Lender Agreement

	
 

	
143


	
 

	
3.27

	
Rating Agency Confirmation

	
 

	
144


	
 

	
3.28

	
Approval of Annual Budget

	
 

	
146


	
 

	
3.29

	
Co-operation with Other Asset Reviewer; Consultation with Other Operating Advisor

	
 

	
146


	
 

	
3.30

	
Compensating Interest Payments

	
 

	
147


	
 

	
 

	
 

	
 

	
 


	
4.

	
PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS

	
 

	
147


	
 

	
 

	
 

	
 


	
 

	
4.1

	
Distributions

	
 

	
147


	
 

	
4.2

	
Withholding Tax

	
 

	
153


	
 

	
4.3

	
Allocation and Distribution of Yield Maintenance Premiums

	
 

	
153


	
 

	
4.4

	
Statements to Certificateholders

	
 

	
154


	
 

	
4.5

	
Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum

	
 

	
158


	
 

	
 

	
 

	
 

	
 


	
5.

	
THE CERTIFICATES

	
 

	
161


	
 

	
 

	
 

	
 

	
 


	
 

	
5.1

	
The Certificates

	
 

	
161


	
 

	
5.2

	
Form and Registration

	
 

	
162


	
 

	
5.3

	
Registration of Transfer and Exchange of Certificates

	
 

	
165


	
 

	
5.4

	
Mutilated, Destroyed, Lost or Stolen Certificates

	
 

	
173


	
 

	
5.5

	
Persons Deemed Owners

	
 

	
174


	
 

	
5.6

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

	
 

	
174


	
 

	
5.7

	
Maintenance of Office or Agency

	
 

	
175




 

 



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6.

	
THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER

	
 

	
175


	
 

	
 

	
 

	
 


	
 

	
6.1

	
Respective Liabilities of the Depositor, the Servicer and the Special Servicer

	
 

	
175


	
 

	
6.2

	
Merger or Consolidation of the Servicer or the Special Servicer

	
 

	
175


	
 

	
6.3

	
Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others

	
 

	
175


	
 

	
6.4

	
Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer

	
 

	
177


	
 

	
6.5

	
Policies and Procedures

	
 

	
179


	
 

	
6.6

	
Indemnification by the Servicer, the Special Servicer and the Depositor

	
 

	
180


	
 

	
 

	
 

	
 

	
 


	
7.

	
SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE; TRUSTEE AS MAKER OF ADVANCES

	
 

	
181


	
 

	
 

	
 

	
 


	
 

	
7.1

	
Servicer Termination Events; Special Servicer Termination Events

	
 

	
181


	
 

	
7.2

	
Trustee to Act; Appointment of Successor

	
 

	
187


	
 

	
7.3

	
Notification to Certificateholders, the Depositor and the Rating Agencies

	
 

	
190


	
 

	
7.4

	
Other Remedies of Trustee

	
 

	
190


	
 

	
7.5

	
Waiver of Past Servicer Termination Events and Special Servicer Termination Events

	
 

	
191


	
 

	
7.6

	
Trustee as Maker of Advances

	
 

	
191


	
 

	
 

	
 

	
 

	
 


	
8.

	
THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

	
 

	
192


	
 

	
 

	
 

	
 


	
 

	
8.1

	
Duties of the Trustee and the Certificate Administrator

	
 

	
192


	
 

	
8.2

	
Certain Matters Affecting the Trustee and the Certificate Administrator

	
 

	
194


	
 

	
8.3

	
Neither the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan

	
 

	
196


	
 

	
8.4

	
Trustee and Certificate Administrator May Own Certificates

	
 

	
199


	
 

	
8.5

	
Trustee’s and Certificate Administrator’s Fees and Expenses

	
 

	
199


	
 

	
8.6

	
Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance

	
 

	
200


	
 

	
8.7

	
Resignation and Removal of the Trustee or the Certificate Administrator

	
 

	
201


	
 

	
8.8

	
Successor Trustee or Successor Certificate Administrator

	
 

	
202


	
 

	
8.9

	
Merger or Consolidation of the Trustee or the Certificate Administrator

	
 

	
203


	
 

	
8.10

	
Appointment of Co-Trustee or Separate Trustee

	
 

	
203


	
 

	
8.11

	
Appointment of Authenticating Agent

	
 

	
205


	
 

	
8.12

	
Trustee and Certificate Administrator Indemnification; Third-Party Claims

	
 

	
206


	
 

	
8.13

	
Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information

	
 

	
207


	
 

	
8.14

	
Access to Certain Information

	
 

	
208


	
 

	
8.15

	
Appointment of Custodian

	
 

	
216




 

 



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9.

	
CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS REPRESENTATIVE AND THE RISK RETENTION CONSULTATION PARTY

	
 

	
217


	
 

	
 

	
 

	
 


	
 

	
9.1

	
Selection and Removal of the Controlling Class Representative and the Risk Retention Consultation Party

	
 

	
217


	
 

	
9.2

	
Limitation on Liability of Controlling Class Representative and the Risk Retention Consultation Party; Acknowledgements of the Certificateholders

	
 

	
219


	
 

	
9.3

	
Consent to Various Actions; Rights and Powers of the Controlling Class Representative; Consultation Rights of and the Risk Retention Consultation Party

	
 

	
220


	
 

	
9.4

	
Controlling Class Representative and Risk Retention Consultation Party Contact with Servicer and Special Servicer

	
 

	
223


	
 

	
 

	
 

	
 

	
 


	
10.

	
TERMINATION

	
 

	
224


	
 

	
 

	
 

	
 


	
 

	
10.1

	
Termination

	
 

	
224


	
 

	
10.2

	
Additional Termination Requirements

	
 

	
225


	
 

	
10.3

	
Trusts Irrevocable

	
 

	
225


	
 

	
 

	
 

	
 

	
 


	
11.

	
MISCELLANEOUS PROVISIONS

	
 

	
225


	
 

	
 

	
 

	
 


	
 

	
11.1

	
Amendment

	
 

	
225


	
 

	
11.2

	
Recordation of Agreement; Counterparts

	
 

	
228


	
 

	
11.3

	
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

	
 

	
229


	
 

	
11.4

	
Notices

	
 

	
229


	
 

	
11.5

	
Notices to the Rating Agencies

	
 

	
233


	
 

	
11.6

	
Severability of Provisions

	
 

	
234


	
 

	
11.7

	
Limitation on Rights of Certificateholders

	
 

	
234


	
 

	
11.8

	
Certificates Nonassessable and Fully Paid

	
 

	
235


	
 

	
11.9

	
Reproduction of Documents

	
 

	
235


	
 

	
11.10

	
No Partnership

	
 

	
235


	
 

	
11.11

	
Actions of Certificateholders

	
 

	
235


	
 

	
11.12

	
Successors and Assigns

	
 

	
236


	
 

	
11.13

	
Acceptance by Authenticating Agent, Certificate Registrar

	
 

	
236


	
 

	
11.14

	
Streit Act

	
 

	
236


	
 

	
11.15

	
Assumption by Trust of Duties and Obligations of the Lender Under the Mortgage Loan Documents

	
 

	
237


	
 

	
11.16

	
Treatment as a Security Agreement

	
 

	
237


	
 

	
11.17

	
PNC Bank, National Association

	
 

	
237


	
 

	
 

	
 

	
 

	
 


	
12.

	
REMIC ADMINISTRATION

	
 

	
238


	
 

	
 

	
 

	
 


	
 

	
12.1

	
REMIC Administration

	
 

	
238


	
 

	
12.2

	
Foreclosed Property

	
 

	
241


	
 

	
12.3

	
Prohibited Transactions and Activities

	
 

	
243




 

 



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12.4

	
Indemnification with Respect to Certain Taxes and Loss of REMIC Status

	
 

	
243


	
 

	
 

	
 

	
 

	
 


	
13.

	
EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

	
 

	
244


	
 

	
 

	
 

	
 


	
 

	
13.1

	
Intent of the Parties; Reasonableness

	
 

	
244


	
 

	
13.2

	
Succession; Sub-Servicers; Subcontractors

	
 

	
245


	
 

	
13.3

	
Other Securitization Trust’s Filing Obligations

	
 

	
247


	
 

	
13.4

	
Form 10-D Disclosure

	
 

	
247


	
 

	
13.5

	
Form 10-K Disclosure

	
 

	
247


	
 

	
13.6

	
Form 8-K Disclosure

	
 

	
248


	
 

	
13.7

	
Annual Compliance Statement

	
 

	
249


	
 

	
13.8

	
Annual Reports on Assessment of Compliance with Servicing Criteria

	
 

	
250


	
 

	
13.9

	
Annual Independent Public Accountants’ Servicing Report

	
 

	
252


	
 

	
13.10

	
Significant Obligor

	
 

	
253


	
 

	
13.11

	
Sarbanes-Oxley Backup Certification

	
 

	
254


	
 

	
13.12

	
Indemnification

	
 

	
254


	
 

	
13.13

	
Amendments

	
 

	
257


	
 

	
13.14

	
Termination of the Certificate Administrator

	
 

	
257


	
 

	
13.15

	
[Reserved]

	
 

	
257


	
 

	
13.16

	
Termination of Sub-Servicing Agreements

	
 

	
257


	
 

	
13.17

	
Notification Requirements and Deliveries in Connection With Securitization of a Companion Loan

	
 

	
258




 

EXHIBITS 

	
Exhibit A-1

	
Form of Class A Certificates


	
Exhibit A-2

	
Form of Class X Certificates


	
Exhibit A-3

	
Form of Class B Certificates


	
Exhibit A-4

	
Form of Class C Certificates


	
Exhibit A-5

	
Form of Class D Certificates


	
Exhibit A-6

	
Form of Class E Certificates


	
Exhibit A-7

	
Form of Class F Certificates


	
Exhibit A-8

	
Form of Class G Certificates


	
Exhibit A-9

	
Form of Class R Certificate


	
Exhibit A-10

	
Form of Class VRR Certificate


	
Exhibit B

	
Form of Request for Release


	
Exhibit C

	
Form of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate


	
Exhibit D

	
Form of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate


	
Exhibit E

	
Form of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period


	
Exhibit F

	
Form of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate


	
Exhibit G-1

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




 

 



    v


     


    

 

	
Exhibit G-2

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


	
Exhibit G-3

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


	
Exhibit H-1

	
Form of Transferor Certification for Transfers of Definitive Certificates


	
Exhibit H-2

	
Form of Investment Representation Letter for Transfers of Definitive Certificates


	
Exhibit H-3

	
Form of Transferee Certificate for Transfer of Class VRR Certificates


	
Exhibit H-4

	
Form of Transferor Certificate for Transfer of Class VRR Certificates


	
Exhibit H-5

	
[Reserved]


	
Exhibit H-6

	
[Reserved]


	
Exhibit I-1

	
Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as amended


	
Exhibit I-2

	
Form of Transferor Letter for Transfer of Class R Certificates


	
Exhibit J

	
Form of ERISA Representation Letter


	
Exhibit K-1

	
Form of Investor Certification - Access to Information


	
Exhibit K-2

	
Form of Investor Certification - Access Solely to Distribution Date Statements


	
Exhibit K-3

	
Form of Investor Certification – Voting and Other Rights


	
Exhibit L

	
Applicable Servicing Criteria


	
Exhibit M

	
Form of NRSRO Certification


	
Exhibit N

	
Form of Online Market Data Provider Certification


	
Exhibit O

	
[Reserved]


	
Exhibit P

	
Form of Distribution Date Statement


	
Exhibit Q

	
[Reserved]


	
Exhibit R

	
Form of Certificate Administrator Receipt in Respect of Class VRR Certificates


	
Exhibit S

	
Form of Certification of the Risk Retention Consultation Party


	
Exhibit T-1

	
Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights


	
Exhibit T-2

	
Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights


	
Exhibit U

	
Loan Seller Sub-Servicers


	
Exhibit V

	
Additional Form 10-D Disclosures


	
Exhibit W

	
Additional Form 10-K Disclosures


	
Exhibit X

	
Form of Additional Disclosure Notification


	
Exhibit Y

	
Form of 8-K Disclosure


	
Exhibit Z-1

	
Form of Certification to be Provided by the Certificate Administrator


	
Exhibit Z-2

	
Form of Certification to be Provided by the Servicer


	
Exhibit Z-3

	
Form of Certification to be Provided by the Special Servicer


	
Exhibit Z-4

	
Form of Certification to be Provided to Depositor by the Custodian


	
Exhibit Z-5

	
Form of Certification to be Provided to Depositor by the Trustee





 



    vi


     


    


 

This
Trust and Servicing Agreement (“Agreement”), is dated as of March 6, 2020, between Citigroup Commercial Mortgage
Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington Trust, National Association, as Trustee,
and Citibank, N.A., as Certificate Administrator.

 

INTRODUCTORY
STATEMENT

 

Terms
not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof.

 

Reference
is made to that certain fixed rate loan in the original principal amount of $400,000,000 (the “Mortgage Loan”),
evidenced by the following promissory notes: (a) that certain Promissory Note A-1, dated February 18, 2020 in the original principal
amount of $213,400,000 made by the Borrowers (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors
in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended,
renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1”), (b) that certain
Promissory Note B, dated February 18, 2020 in the original principal amount of $136,600,000 made by the Borrowers in favor of
CREFI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated,
severed, split or otherwise modified, “Note B”), (c) that certain Promissory Note A-2, dated February 18,
2020 in the original principal amount of $30,000,000 made by the Borrowers in favor of CREFI (such promissory note, as the same
may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified,
“Note A-2”), and (d) that certain Promissory Note A-3, dated February 18, 2020 in the original principal
amount of $20,000,000 made by the Borrowers in favor of CREFI (such promissory note, as the same may hereafter be amended, restated,
replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-3”).

 

The
Mortgage Loan was originated by CREFI pursuant to that certain Mortgage Loan Agreement, dated as of December 12, 2019 (such loan
agreement, as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Mortgage Loan Agreement”),
by and between 555 Tenth Avenue LLC, 555 Tenth Avenue II LLC, 555 Tenth Avenue TRS LLC and 555 Tenth Avenue CF LLC, each a Delaware
limited liability company, as borrowers (collectively with each other and with their respective successors and permitted assigns
in such capacity under the Mortgage Loan Agreement and the other Loan Documents (as defined in the Mortgage Loan Agreement), the
“Borrowers”), and CREFI, as lender.  As of the Closing Date, the aggregate outstanding principal balance
of the Trust Loan is $350,000,000, the aggregate outstanding principal balance of the Companion Loans is $50,000,000, and the
aggregate outstanding principal amount of the Mortgage Loan is $400,000,000. 

 

Note
A-1 is referred to herein as the “Senior Trust Note”. Note B is referred to herein as the “Junior
Trust Note”. Each of the Senior Trust Note and the Junior Trust Note are referred to herein as a “Trust Note” or
a “Trust Loan Note”.  The portion of the Mortgage Loan evidenced by the Trust Notes is referred to herein
as the “Trust Loan”. Note A-2 and Note A-3

 

 



    


     


    

 

are
each referred to herein as a “Companion Loan Note” and are collectively referred to herein as the “Companion
Loan Notes”. The portion of the Mortgage Loan evidenced by each Companion Loan Note is referred to herein as a “Companion
Loan” and are collectively referred to herein as the “Companion Loans”. The Senior Trust Note and
the Companion Loan Notes collectively referred to herein as the “Senior Notes” and, each as a “Senior
Note”.

 

The
respective rights and obligations of the holders of the Notes are governed by the terms and provisions of that certain Agreement
Between Noteholders, dated as of March 10, 2020 (as the same may hereafter be amended, restated, supplemented or otherwise modified,
the “Co-Lender Agreement”), by and between CREFI, as initial holder of Note A-1, Note A-2, Note A-3 and Note
B.

 

The
Trust Loan was sold and assigned by CREFI to the Depositor pursuant to that certain Trust Loan Purchase Agreement, dated as of
February 21, 2020 (the “Trust Loan Purchase Agreement”), by and between CREFI and the Depositor.

 

The
Depositor has, in turn, transferred the Trust Loan to the Trust. In exchange for the Trust Loan, the Trust shall issue to or at
the direction of the Depositor the Class A, Class X, Class B, Class C, Class D, Class E, Class F, Class G and Class R Certificates
(collectively, the “Non-Vertically Retained Certificates”) and the VRR Interest, which in the aggregate will
evidence the entire beneficial interest in the Trust Fund.

 

As
provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions
of the Trust Fund 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 “REMIC”).  The Class A,
Class X, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the VRR Interest represent “regular interests”
in the Upper-Tier REMIC.  The Class LA, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LVRR Uncertificated
Interests represent “regular interests” in the Lower-Tier REMIC.  The Class R Certificates will evidence the
sole Class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC
Provisions under federal income tax law.

 

The
Trust Fund consists principally of the Trust Notes, and, insofar as they evidence, secure, guarantee or otherwise relate to the
Trust Loan, the Mortgage and the related Mortgage Loan Documents.

 

The
Depositor intends to sell the Non-Vertically Retained Certificates to the Initial Purchasers in an offering exempt from the registration
requirements of the federal securities laws.

 

UPPER-TIER
REMIC

 

The
Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class G Certificates and the VRR Interest shall represent “regular
interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute the sole class of “residual
interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Class R Certificates.  The following
table sets forth the class designation, the initial Pass-Through Rate and the initial

 




    2


     


    

 

Certificate
Balance (the “Initial Certificate Balance”) or Notional Amount (the “Initial Notional Amount”),
as applicable, for each Class of Regular Certificates issued hereunder and the Class UT-R Interest, which comprise the interests
in the Upper-Tier REMIC created hereunder:

 

	Class
                                         Designation

	 	Initial
                                         Pass-Through Rate(1)

	 	Initial
                                         Certificate Balance or Initial Notional Amount


	Class A


	 	2.6470%(2)

	 	$142,926,000


	Class X


	 	0.8573%(3)

	 	$202,730,000(4)


	Class B


	 	2.8290%(2)

	 	$20,781,000


	Class C


	 	3.0310%(2)

	 	$16,086,000


	Class D


	 	3.2330%(2)

	 	$22,937,000


	Class E


	 	3.6197%(5)

	 	$70,044,000


	Class F


	 	3.6197%(5)

	 	$37,860,000


	Class G


	 	3.6197%(5)

	 	$21,866,000


	VRR
Interest 

	 	(6)

	 	$17,500,000


	Class UT-R(7)

	 	N/A(7)

	 	N/A(7)




 





 



 


	(1)

	Interest
                 will accrue with respect to all of the Non-Vertically Retained Regular Certificates on the basis of a 360-day
                 year consisting of twelve 30-day months (a “30/360 Basis”).  




 

	(2)

	For
                 any Distribution Date, the Pass-Through Rate of each Class of the Class A, Class B, Class C and Class D Certificates
                 will be the related fixed rate per annum set forth in the table above under the heading “Initial Pass-Through
                 Rate.”




 

	(3)

	Represents
                 the initial Class X Pass-Through Rate.  For any Distribution Date, the Pass-Through Rate for the Class X
                 Certificates (the “Class X Pass-Through Rate”) will equal the weighted average of Class X
                 Strip Rates for the Class LA, Class LB, Class LC and Class LD Uncertificated Interests (weighted on the basis
                 of the respective Lower-Tier Principal Amounts of the Class LA, Class LB, Class LC and Class LD Uncertificated
                 Interests immediately prior to such Distribution Date).




 

	(4)

	The
                 Class X Certificates will not have a Certificate Balance and will not be entitled to receive distributions of
                 principal.  The Notional Amount of the Class X Certificates will be equal to the aggregate of the Lower-Tier
                 Principal Amounts of the Class LA, Class LB, Class LC and Class LD Uncertificated Interests from time to time.




 

	(5)

	Represents
                 the initial related Pass-Through Rate.  For any Distribution Date, the Pass-Through Rate on each Class of
                 the Class E, Class F and Class G Certificates will be a per annum rate equal to the Adjusted Net Mortgage
                 Rate for such Distribution Date. 




 

	(6)

	Other
                 than for tax reporting purposes, the VRR Interest will not have a Pass-Through Rate, but will be entitled to
                 interest on any Distribution Date equal to the VRR Interest Distribution Amount for such Distribution Date. For
                 tax reporting purposes, the VRR Interest will accrue interest at a per annum rate equal to the Pass-Through Rate
                 for the Class LVRR Uncertificated Interest from time to time.




 

	(7)

	The
                 Class UT-R Interest (evidenced by the Class R Certificates) will not have a Certificate Balance or
                 Notional Amount, will not bear interest and will not be entitled to distributions of Yield Maintenance Premiums. 
                 Any Aggregate Available Funds remaining in the Upper-Tier Distribution Account, after all required distributions
                 under this Agreement have been made to each other Class of Certificates and the Class LT-R Interest, will
                 be distributed to the Holders of the Class R Certificates in respect of the Class UT-R Interest.




 

LOWER-TIER
REMIC

 

The
Class LA, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LVRR Uncertificated Interests will evidence “regular
interests” in the Lower-Tier REMIC created hereunder.  The Class LT-R Interest will constitute the sole Class of “residual
interests” 

 



    3


     


    

 

in
the Lower-Tier REMIC created hereunder and will be evidenced by the Class R Certificates.  The following table sets forth
the initial Lower-Tier Principal Amounts and Pass-Through Rates for the Uncertificated Lower-Tier Interests and the Class LT-R
Interest comprising the interests in the Lower-Tier REMIC created hereunder:

 

	Class
                                         Designation

	 	Pass-Through
                                         Rate

	 	Original
                                         Lower-Tier
Principal
                                         Amount


	Class
LA

	 	(1)

	 	          
$142,926,000


	Class
LB

	 	(1)

	 	          
$20,781,000


	Class
LC

	 	(1)

	 	          
$16,086,000


	Class
LD

	 	(1)

	 	          
$22,937,000


	Class
LE

	 	(1)

	 	          
$70,044,000


	Class
LF

	 	(1)

	 	          
$37,860,000


	Class
LG

	 	(1)

	 	          
$21,866,000


	Class
LVRR

	 	(1)

	 	          
$17,500,000


	Class
LT-R(2)

	 	N/A

	 	N/A




 





 



 


	(1)

	For
                 any Distribution Date, the Pass-Through Rate of each of the Class LA, Class LB, Class LC, Class LD, Class
                 LE, Class LF, Class LG and Class LVRR Uncertificated Interests will be a per annum rate equal to the Adjusted
                 Net Mortgage Rate for such Distribution Date.




 

	(2)

	The
                 Class LT-R Interest (evidenced by the Class R Certificates) will not have a Certificate Balance or notional amount,
                 will not bear interest and will not be entitled to distributions of Yield Maintenance Premiums.  Any Aggregate
                 Available Funds constituting assets remaining in the Lower-Tier Distribution Account after distributing the Lower-Tier
                 Distribution Amount will be distributed to the Holders of the Class R Certificates in respect of the Class LT-R
                 Interest (but only to the extent of the Aggregate Available Funds for such Distribution Date, if any, remaining
                 in the Lower-Tier Distribution Account).




 

CREDIT
RISK RETENTION

 

An
economic interest in the credit risk of the Mortgage Loan is expected to be retained pursuant to the U.S. Credit Risk Retention
Rules as an “eligible vertical interest” (as defined in the U.S. Credit Risk Retention Rules) in the form of the
VRR Interest. CREFI will act as “retaining sponsor” under, and as defined in, the U.S. Credit Risk Retention Rules.

 

On
the Closing Date, pursuant to the Trust Loan Purchase Agreement, CREFI shall receive, as partial consideration for its sale to
the Depositor of that portion of the Mortgage Loan evidenced by Note A-1 and Note B, Class VRR Certificates with an initial aggregate
Certificate Balance of $17,500,000. The Class VRR Certificates that CREFI will receive on the Closing Date collectively constitute
the entire VRR Interest.

 

All
covenants and agreements made by the Depositor herein are for the benefit and security of the Certificateholders and the Trustee
as holder of the Uncertificated Lower-Tier Interests.  The Depositor, the Servicer, the Special Servicer, the Trustee, and
the Certificate Administrator are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged. 

 



    4


     


    

 

W
I T N E S S E T H   T H A T:

 

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

 

1.        
DEFINITIONS

 

1.1      
Definitions.  Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the following meanings and such meanings shall be equally applicable to the singular and plural forms of such terms,
as the context may require.

 

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

 

“17g-5
Information Provider’s Website”: The internet website of the 17g-5 Information Provider that shall initially
be located within the Certificate Administrator’s Website (https://sf.citidirect.com), under the “NRSRO”
tab on the page relating to this transaction.  Such website shall provide means of navigation for each Rating Agency and
other NRSRO to the portion of the Certificate Administrator’s Website available to each applicable type of Privileged Person.

 

“30/360
Basis”:  As defined in the Preliminary Statement.

 

“Acceptable
Insurance Default”: Any default arising when the Mortgage Loan Documents require that the Borrowers shall maintain
all risk casualty insurance or other insurance that covers damages or losses arising from acts of terrorism and the Special Servicer
has determined, in its reasonable judgment in accordance with Accepted Servicing Practices, that (i) such insurance is not available
at commercially reasonable rates and the subject hazards are not commonly insured against by prudent owners of similar real properties
located in or near the geographic region in which the Property is located (but only by reference to such insurance that has been
obtained by such owners at current market rates) or (ii) such insurance is not available at any rate. In making this determination,
the Special Servicer, to the extent consistent with the Accepted Servicing Practices, may rely on the opinion of an insurance
consultant, which shall be a Trust Fund Expense.

 

“Accepted
Servicing Practices”:  As defined in Section 3.1.

 

“Acquisition
Date”:  The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of
the Code), the Trust is deemed to have acquired the Property.

 

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

 

“Actual/360
Basis”:  The accrual of interest on the basis of the actual number of days elapsed in the related Interest Accrual
Period in a year assumed to consist of 360 days.

 




    5


     


    

 

“Additional
Servicer”:  Each Person other than the Servicer, the Special Servicer and the Certificate Administrator, who Services
the Mortgage Loan as of any date of determination.

 

“Additional
Servicing Compensation”: Default Interest and late payment fees (to the extent remaining after all payments pursuant
to Section 3.4(c)(v)), assumption fees, assumption application fees, any defeasance fees, release fees, Modification
Fees, Consent Fees, loan service transaction fees, insufficient fund fees and similar fees and expenses to which the Servicer
and the Special Servicer are entitled (to the extent not otherwise prohibited by and specifically allocated to such amounts) in
accordance with the terms of the Mortgage Loan Documents or pursuant to this Agreement and any income earned (net of losses (subject
to Section 3.8(b)) on the investment of funds deposited in the Collection Account, any Foreclosed Property Account,
the Loss of Value Reserve Fund and, in each case to the extent interest is not payable to the Borrowers, the Cash Management Accounts
and any Reserve Account pursuant to Section 3.8.  In addition, prior to paying the Servicer or Special Servicer
Default Interest or late payment charges as Additional Servicing Compensation, such amounts shall be applied toward the payment
of unpaid Trust Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees).

 

“Adjusted
Net Mortgage Rate”  With respect to the Trust Loan (even if the Property becomes a Foreclosed Property) for any
Distribution Date, the annualized rate at which interest would have to accrue in respect of the Trust 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 (exclusive of Default
Interest) in respect of the Trust Loan at a per annum rate equal to the Net Mortgage Rate during the Mortgage Loan Interest
Accrual Period that ends in the calendar month in which such Distribution Date occurs; provided, that: (i) the Adjusted Net Mortgage
Rate for the Distribution Dates in January and February in any year which is not a leap year and in February in any year which
is a leap year (unless, in any such case, such Distribution Date is the final Distribution Date) will be determined based on the
“aggregate amount of interest actually accrued”, as referred to above in this sentence, being net of the related
Withheld Amounts transferred to the Interest Reserve Account; (ii) the Adjusted Net Mortgage Rate for the Distribution Date in
March (or, if it is the Final Distribution Date, the Distribution Date in February) of any year will be determined based on the
“aggregate amount of interest actually accrued”, as referred to above in this sentence, including any such Withheld
Amounts that are part of the related Aggregate Available Funds; and (iii) in all cases, the Adjusted Net Mortgage Rate will
be determined without regard to (x) any modification, waiver or amendment of the terms of the Trust Loan, whether agreed to by
the Servicer or the Special Servicer in connection with a workout or proposed workout of the Mortgage Loan or otherwise, or resulting
from a bankruptcy, insolvency or similar proceeding involving the Borrowers or otherwise, (y) any increase in any Interest Rate
as a result of a Mortgage Loan Event of Default or (z) the Property becoming a Foreclosed Property.

 

“Administrative
Advances”:  As defined in Section 3.23(b).

 

“Administrative
Fee Rate”:  The sum of the Servicing Fee Rate, the Trustee/Certificate Administrator Fee Rate and the CREFC®
Licensing Fee Rate.

 




    6


     


    

 

 “Advance”: 
Any Administrative Advance, Monthly Interest Payment Advance or Property Protection Advance.

 

“Advance
Interest”:  Interest, compounded annually, on the aggregate amount of Advances with respect to the Mortgage Loan
and/or the Property at the Advance Interest Rate.

 

“Advance
Interest Rate”:  The “prime rate” published in the “Money Rates” section of The
Wall Street Journal, compounded annually. If The Wall Street Journal ceases to publish the “prime rate”,
then the Servicer shall select an equivalent publication that publishes such “prime rate”, and if such “prime
rate” is no longer generally published or is limited, regulated or administered by a governmental or quasi-governmental
body, then the Servicer is required to reasonably select a comparable interest rate index.

 

“Adverse
REMIC Event”:  As defined in Section 12.1(j).

 

“Advisers
Act”:  As defined in Section 5.3(o).

 

“Affiliate”: 
With respect to any specified Person, any other Person, directly or indirectly, 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, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing.  The Trustee and/or the Certificate Administrator may obtain and rely upon an
Officer’s Certificate of the Servicer, the Special Servicer, the Trustee (in the case of the Certificate Administrator),
the Certificate Administrator (in the case of the Trustee), a Borrower Party or the Depositor, as applicable, to determine whether
any Person is an Affiliate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, a Borrower Party
or the Depositor.

 

“Affiliated
Manager”:  As defined in the Mortgage Loan Agreement.

 

“Aggregate
Available Funds”:  With respect to each Distribution Date, an amount equal to:  (a)  the aggregate (without
duplication) of (i) all amounts (other than Yield Maintenance Premiums) received in respect of the Trust Loan (including,
without limitation, all or any portion thereof that constitutes an REO Trust Loan) during the related Collection Period (including,
without limitation, amounts in the form of payments, any Repurchase Price (or Loss of Value Payments by the Loan Seller in lieu
thereof) or any other purchase price of the Trust Loan received by the Trust, any Liquidation Proceeds and, to the extent not
otherwise applied to the repair or restoration of the Property, any Insurance Proceeds and Condemnation Proceeds received by the
Trust), (ii) any advance of interest on the Trust Loan for such Distribution Date, (iii) any Compensating Interest Payment made
with respect to the related Remittance Date and allocable to the Trust, (iv) any amounts transferred to the Collection Account
from any other account maintained under this Agreement for distribution on such Distribution Date (provided that the Servicer
receives such transfer no later than the close of business on the Business Day prior to the related Remittance Date), (v) with
respect to the Distribution Date occurring in March (or, if such Distribution Date is the final Distribution Date, in February),
of each calendar year, the Withheld Amounts to be transferred from the Interest Reserve Account to the

 




    7


     


    

 

Distribution
Account and (vi) any payment of interest received prior to the related Collection Period but intended to cover interest accrued
during the Mortgage Loan Interest Accrual Period that corresponds to the Payment Date in the related Collection Period; reduced
by (b) the aggregate (without duplication) of (i) the Aggregate Available Funds Reduction Amount for the related Remittance
Date, (ii) any portion of the amounts described in clause (a)(i) of this definition that represents escrow payments, reserve
funds or amounts received in respect of future accrual periods, (iii) with respect to any Distribution Date occurring in January
(except in a leap year) or February of each calendar year (unless, in either case, such Distribution Date is the final Distribution
Date), the related Withheld Amount transferred or to be transferred to the Interest Reserve Account, and (iv) any portion of any
Monthly Interest Payment Advance with respect to such Distribution Date to be applied to pay the Trustee/Certificate Administrator
Fee (including the portion thereof that is the Trustee Fee) and/or the CREFC® Licensing Fee. Aggregate Available Funds shall
not include any amounts allocable to the Companion Loans under the Co-Lender Agreement. 

 

“Aggregate
Available Funds Reduction Amount”:  With respect to any Distribution Date, the aggregate of all amounts withdrawn
from the Collection Account pursuant to clauses (i) through (xii) of the first paragraph of Section 3.4(c)
of this Agreement (to the extent remittances pursuant to such clauses are payable out of amounts allocable to the Trust Loan)
with respect to the related Remittance Date.

 

“Agreement”: 
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.

 

“Annual
Budget”:  As defined in the Mortgage Loan Agreement.

 

“Applicable
Laws”:  As defined in Section 8.2(d).

 

“Applicable
DBRS Morningstar Permitted Investment Rating”: With respect to any entity, the short-term debt obligations (or, if
applicable, deposit accounts) of which are rated at least “R-1(high)” by DBRS Morningstar or the long-term debt
obligations (or, if applicable, deposit accounts) of which are rated at least “AAA” by DBRS Morningstar (or, in
each case, if not rated by DBRS Morningstar, an equivalent (or higher) rating by any two other NRSROs (which may include Fitch)).

 

“Applicable
Fitch Permitted Investment Rating”: With respect to any entity, (A) in the case of investments with maturities of 30
days or less, the short-term debt obligations (or, if applicable, deposit accounts) of which are rated at least “F1”
by Fitch or the long-term debt obligations (or, if applicable, deposit accounts) of which are rated at least “A”
by Fitch, and (B) in the case of investments with maturities of more than 30 days, the short-term obligations (or, if applicable,
deposit accounts) of which are rated at least “F1+” by Fitch or the long-term obligations (or, if applicable, deposit
accounts) of which are rated at least “AA-” by Fitch.

 

“Applicable
Moody’s Permitted Investment Rating”: With respect to any entity, the short-term debt obligations of which are
rated at least “P-1” by Moody’s or the long-term debt obligations of which are rated at least “A2”
by Moody’s.

 




    8


     


    

 

“Applicable
Servicing Criteria”:  With respect to the Servicer, the Special Servicer or any Servicing Function Participant,
the Servicing Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple
parties can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant
engaged by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion
of the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.

 

“Applied
Realized Loss Amount”:  All amounts applied to reduce the Certificate Balance of a Class of Non-Vertically Retained
Principal Balance Certificates or the Lower-Tier Principal Amount of any Uncertificated Lower-Tier Interest (other than the Class
LVRR Uncertificated Interest), as applicable, in respect of Realized Losses pursuant to Section 4.1(j).

 

“Applied
VRR Realized Loss Amount”:  All amounts applied to reduce the Certificate Balance of the VRR Interest or the Lower-Tier
Principal Amount of any Class LVRR Uncertificated Interest, as applicable, in respect of VRR Realized Losses pursuant to Section
4.1(k).

 

“Appraisal”: 
With respect to the Property or Foreclosed Property, an appraisal of the Property or Foreclosed Property, as the case may be,
conducted by an Independent Appraiser in accordance with the standards of the Appraisal Institute by an Independent Appraiser
and certified by such Independent Appraiser as having been prepared in accordance with the requirements of the Standards of Professional
Practice of the Appraisal Institute with an “MAI” designation and the Uniform Standards of Professional Appraisal
Practice of the Appraisal Foundation, as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended,
or if permitted by such standards and Accepted Servicing Practices, completion of an internal valuation; provided that
after an initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial
Appraisal (or internal valuation) shall be considered an “Appraisal” hereunder for all purposes if such original
Appraisal was performed within the previous 18 months.  All Appraisals (and updates thereof) obtained pursuant to the terms
of this Agreement shall include a valuation using the “income capitalization – discounted cash flow approach”
and set forth the discount rate and terminal capitalization rate utilized by the Independent Appraiser.  All calculations
under this Agreement requiring that a “value” or “appraised value” be used with respect to the Property
or Foreclosed Property shall use the most recently determined appraised value set forth in an Appraisal (or update thereof) unless
a different valuation is specifically required (such as the appraised value of the Property at origination).  For purposes
of determining an Appraisal Reduction Amount, the Appraised Value (as determined by an updated Appraisal) of the Property shall
be determined on an “as-is” basis.

 

“Appraisal-Reduced
Class”:  As defined in Section 3.7(f). 

 

“Appraisal
Reduction Amount”:  As of any date of determination, subject to Section 3.7(e) of this Agreement, an amount
equal to the excess of (i) the outstanding principal balance of the Mortgage Loan on such date plus the sum of (A)
all accrued and unpaid interest on the Mortgage Loan, in each case at the Mortgage Loan Interest Rate,
(B) all related unreimbursed Administrative Advances and Property Protection Advances and all unpaid interest

 




    9


     


    

 

at
the Advance Interest Rate on all Advances in respect of the Mortgage Loan or Property, (C) all currently due and unpaid real estate
taxes and assessments and Insurance Premiums and all other amounts, including, if applicable, ground rents, due and unpaid in
respect of the Property (which taxes, premiums and other amounts have not been the subject of an Advance) and (D) to the
extent not duplicative of amounts in clauses (B) or (C), all unpaid Trust Fund Expenses then due under the
Mortgage Loan Agreement, over (ii) the sum of (A) either (1) 90% of the appraised value of the Property (as determined by
an updated Appraisal that was performed within 9 months prior to the Appraisal Reduction Event if the Special Servicer is has
no knowledge of any material change in the market or condition or value of the Property since the date of such Appraisal, and
otherwise was performed since the date of such material change if the Special Servicer is aware thereof), or (2) if the events
described in clauses (i) through (iii) in the first sentence of Section 3.7(e). occur with respect to the Property, the
Assumed Appraised Value of the Property, in each case, less the amount of any liens (exclusive of Permitted Encumbrances) on the
Property senior to the lien of the Mortgage Loan Documents, plus (B) any escrows or reserve amounts with respect to the
Mortgage Loan, including for taxes, Insurance Premiums and ground rents. The Mortgage Loan will be treated as a single loan for
purposes of calculating the Appraisal Reduction Amount. Any resulting Appraisal Reduction Amount with respect to the Mortgage
Loan will be allocated first to the Junior Trust Note up to the principal balance of the Junior Trust Note, with any remainder
being allocated to the Senior Notes on a pro rata and pari passu basis (in accordance with the relative principal
balance of such Senior Notes).

 

“Appraisal
Reduction Event”:  The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency
in respect of the Balloon Payment) occurs in respect of the Mortgage Loan, (ii) 90 days after an uncured delinquency
occurs in respect of the Balloon Payment for the Mortgage Loan unless a refinancing or sale of the Property is anticipated within
120 days after the Maturity Date of the Mortgage Loan (as evidenced by a written and binding (a) refinancing commitment,
(b) letter of intent or (c) term sheet, in each case from an acceptable lender, or a signed purchase agreement from an acceptable
purchaser, in each case reasonably satisfactory in form and substance to the Servicer, and during any CCR Control Period, the
Controlling Class Representative, which provides that such refinancing or sale shall occur within 120 days after the Maturity
Date), in which case 120 days after such uncured delinquency, (iii) 60 days after a reduction in Monthly Debt Service
Payments or a material adverse economic change with respect to the terms of the Mortgage Loan has become effective, (iv) 60 days
after an extension of the Maturity Date of the Mortgage Loan (except for an extension within the time periods described in clause (ii)
above), (v) 60 days after a receiver has been appointed in respect of the Property on behalf of the Trust or any other
creditor, (vi) immediately after any Borrower Party declares, or becomes the subject of, bankruptcy, insolvency or similar
proceeding, admits in writing the inability to pay its debts as they come due or makes an assignment for the benefit of creditors
unless such action is dismissed within 45 days, or (vii) immediately after the Property becomes a Foreclosed Property.

 

“Asset
Status Report”:  As defined in Section 3.10(h).

 

“Assignment
of Leases”:  As defined in the Mortgage Loan Agreement.

 

“Assignment
of Management Agreement”:  As defined in the Mortgage Loan Agreement.

 




    10


     


    

 

“Assignment
of Mortgage”:  An assignment of the Mortgage without recourse, notice of transfer or equivalent instrument, in
recordable form, which is sufficient under the laws of the jurisdiction in which the Property is located to reflect of record
the assignment of the Mortgage to the Trustee on behalf of the Trust; provided, however, the Trustee, the Certificate
Administrator, the Servicer and the Special Servicer will not be responsible for determining whether any such assignment is legally
sufficient or in recordable form.

 

“Assumed
Appraised Value”: As defined in Section 3.7(e).

 

“Assumed
Monthly Interest Payment”:  With respect to the Trust Loan (including, without limitation, all or any portion
thereof that constitutes an REO Trust Loan), for the Maturity Date in connection with, or for any Assumed Payment Date following,
a delinquency in the payment of the Balloon Payment, or for any Assumed Payment Date following the foreclosure, in whole or in
part, of the Mortgage Loan or acceptance by the Special Servicer on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu
of foreclosure or comparable conversion of the Mortgage Loan or a portion of the Mortgage Loan, the scheduled monthly payment
of interest that would have been due in respect of the Trust Loan on its Maturity Date and each subsequent Payment Date (or Assumed
Payment Date) (or on each Payment Date (or Assumed Payment Date) after the occurrence of a foreclosure, in whole or in part, of
the Mortgage Loan or acceptance by the Special Servicer on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu
of foreclosure or comparable conversion of the Mortgage Loan or a portion of the Mortgage Loan) if the Trust Loan had been required
to continue to accrue interest in accordance with its terms, and without regard to the occurrence of the Maturity Date (or the
occurrence of such foreclosure or acceptance of a deed-in-lieu of foreclosure or comparable conversion), in each case as such
terms may have been modified, and the Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding
involving the Borrower or its Affiliates or a modification, waiver or amendment granted or agreed to by the Servicer or the Special
Servicer.

 

“Assumed
Payment Date”:  With respect to the Trust Loan for any calendar month following a delinquency in the payment of
the Balloon Payment or the foreclosure, in whole or in part, of the Mortgage Loan or acceptance on behalf of the Trust and the
Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan (or portion thereof), the
date that would have been the Payment Date in such calendar month if the Maturity Date or the foreclosure of the Mortgage Loan
(or portion thereof) or acceptance on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable
conversion of the Mortgage Loan (or portion thereof) had not occurred.

 

“Authenticating
Agent”:  As defined in Section 8.11(a).

 

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

 

“Balloon
Payment”:  The payment of the outstanding principal balance of the Mortgage Loan, the Trust Loan or any Companion
Loan, as applicable, together with all unpaid interest, due and payable on the Maturity Date.

 




    11


     


    

 

“Base
Interest Fraction”:   With respect to any principal prepayment on the Mortgage Loan as to which a Yield Maintenance
Premium is collected and with respect to any Class of Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates,
a fraction (a) whose numerator is the excess, if any, of (i) the Pass-Through Rate on such Class of Certificates, over (ii) the
“discount rate” used in calculating the Yield Maintenance Premium with respect to such principal prepayment (the
“Discount Rate”) and (b) whose denominator is the excess, if any, of (i) the Mortgage Loan Interest Rate
on the Mortgage Loan, over (ii) the Discount Rate; provided, however, that (1) under no circumstances will the Base Interest Fraction
be greater than one or less than zero, (2) if the Discount Rate is greater than or equal to the Mortgage Loan Interest Rate on
the Mortgage Loan and is greater than or equal to the Pass-Through Rate on such Class of Certificates, then the Base Interest
Fraction will equal zero, and (3) if the Discount Rate is greater than or equal to the Mortgage Loan Interest Rate on the Mortgage
Loan and is less than the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one.

 

“Beneficial
Owner”: With respect to a Global 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 Person maintaining an account with such Depository (directly as a Depository
Participant or indirectly through a Depository Participant, in accordance with the rules of such Depository).  Each of the
Depositor, the Trustee, the Certificate Administrator, the Special Servicer and the Servicer, as applicable, will have the right
to require, as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person
provide an Investor Certification.

 

“Borrower” and
“Borrowers”:  As defined in the Introductory Statement.

 

“Borrower
Party”: Any of the Borrower Parties.

 

“Borrower
Parties”:  Collectively, the Borrowers, the Mezzanine Borrowers, the Borrower Sponsor, any Affiliated Manager,
and the Guarantor.

 

“Borrower
Reimbursable Trust Fund Expenses”:  Expenses for which the Borrowers are obligated to reimburse the Trust pursuant
to the Mortgage Loan Agreement.

 

“Borrower
Restricted Party”: Individually or collectively, as the context may require, (i) any Borrower, the Borrower Sponsor,
any borrower under the Mezzanine Loan, the Guarantor or the Property Manager, or any of their respective managers, servicers,
agents or Affiliates, (ii) a Restricted Holder, (iii) any Person controlling or controlled by or under common control with any
Borrower, the Borrower Sponsor, any borrower under the Mezzanine Loan, the Guarantor or the Property Manager or a Restricted Holder,
as applicable, or (iv) any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner
of any Borrower, the Borrower Sponsor, any borrower under the Mezzanine Loan, the Guarantor, the Property Manager or a Restricted
Holder.  For the purposes of this definition, “control” when used with respect to any specific 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.


 



    12


     


    

 

“Borrower
Sponsor”:  Gershon Barnett (also known as Gary Barnett), an individual.

 

“Business
Day”:  Any day other than (a) a Saturday or a Sunday or (b) any other day on which (1) federally insured depository
institutions in the State of New York, (2) the place of business of the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, or the financial institution that maintains the Collection Account, the Foreclosed Property Account or any Reserve
Account for the Mortgage Loan, or (3) the New York Stock Exchange or the Federal Reserve Bank of New York, in each case are authorized
or obligated by law, governmental decree or executive order to be closed.

 

“Cash
Management Accounts”: The Clearing Account, the Deposit Account and all Subaccounts created pursuant to the Mortgage
Loan Agreement.

 

“CCR
Consultation Period”: Any period when both: (i) a CCR Control Termination Event has occurred and is continuing; and
(ii) a CCR Consultation Termination Event has not yet occurred or has occurred but is no longer continuing. 

 

“CCR
Consultation Termination Event”:    The event that occurs when (i) the Class F Certificates no longer
have a Certificate Balance (without regard to the application of any Appraisal Reduction Amounts then allocable to such Class
of Certificates to notionally reduce the Certificate Balance of such Class of Certificates) that is equal to or greater than 25%
of the Initial Certificate Balance of such Class of Certificates, or (ii) the Controlling Class Representative or the Majority
Controlling Class Certificateholders are Borrower Restricted Parties.

 

“CCR
Consultation Termination Period”:  Any period when a CCR Consultation Termination Event has occurred and is continuing.

 

“CCR
Control Period”:  Any period during which a CCR Control Termination Event (i) has not yet occurred or (ii) has
occurred but is no longer continuing. 

 

“CCR
Control Termination Event”:  The event that occurs when (i) the Class F Certificates no longer have a Certificate
Balance (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such
Class of Certificates) that is equal to or greater than 25% of the Initial Certificate Balance of such Class of Certificates,
or (ii) the Controlling Class Representative or the Majority Controlling Class Certificateholders are Borrower Restricted Parties. 

 

“CERCLA”: 
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq.,
as amended.

 

“Certificate”: 
Any Class A, Class X, Class B, Class C, Class D, Class E, Class F, Class G, Class VRR or Class R Certificate issued, authenticated
and delivered hereunder.

 

“Certificate
Administrator”: Citibank, N.A., in its capacity as certificate administrator, or if any successor Certificate Administrator
is appointed as herein provided, such Certificate Administrator.

 




    13


     


    

 

“Certificate
Administrator’s Website”:  The internet website of the Certificate Administrator, initially located at
https://sf.citidirect.com.

 

“Certificate
Balance”:  With respect to any Class of Principal Balance Certificates at any date of determination, an amount
equal to (1) the Initial Certificate Balance of such Class, less (2) the sum of (a) all amounts distributed to Holders
of Certificates of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal, and
(b) the aggregate amount of Realized Losses or VRR Realized Losses, as applicable, allocated to such Class of Certificates,
if any, on all prior Distribution Dates pursuant to Section 4.1(j) or Section 4.1(k), as applicable. 
With respect to any individual Principal Balance Certificate, the product of (x) the Percentage Interest represented by such
Certificate multiplied by (y) the Certificate Balance of the related Class of Certificates to which such Certificate belongs. 

 

“Certificate
Interest Accrual Period”:  For each Distribution Date, with respect to each Class of Non-Vertically Retained Regular
Certificates, the calendar month immediately preceding the month in which such Distribution Date occurs.

 

“Certificate
Register” and “Certificate Registrar”:  The register maintained and the registrar appointed
pursuant to Section 5.3 of this Agreement.

 

“Certificateholder” or
“Holder”: With respect to any Certificate, the person in whose name a Certificate is registered in the Certificate
Register (including, solely for the purposes of providing, distributing or otherwise making available any reports, statements
or other information pursuant to this Agreement, Beneficial Owners of Certificates or prospective transferees of Certificates
to the extent the Person providing, distributing or making such information available has received an appropriate Investor Certification
from such beneficial owner or prospective transferee), provided, however, that (a) solely for the purpose of giving any consent,
approval or waiver or taking any action pursuant to this Agreement (including voting on an amendment to this Agreement) that specifically
relates to the rights, duties, compensation or termination of, and/or any other matter specifically involving the Servicer, the
Special Servicer, the Trustee, the Certificate Administrator or any Person known to a Responsible Officer of the Certificate Registrar
to be an Affiliate of any such party, any Certificate registered in the name of or beneficially owned by such party or any Affiliate
thereof shall be deemed not to be outstanding and the Voting Rights to which it is entitled will not be taken into account in
determining whether the requisite percentage of Voting Rights necessary to effect any such consent, approval or waiver or take
any such action has been obtained, and (b) solely for the purpose of giving any consent or taking any action pursuant to this
Agreement, any Certificate beneficially owned by a Borrower Restricted Party shall be deemed not to be outstanding 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 or take any such action has been obtained.  Notwithstanding the foregoing, a Holder
or Beneficial Owner of Certificates in the Controlling Class or the Controlling Class Representative will not be subject to the
restrictions contained above in this definition of Certificateholder when exercising, and will not be prohibited from exercising,
any appointment rights, consent rights, consultation rights, Voting Rights or any other rights it may have, solely in its capacity
as a Holder or Beneficial Owner of specifically Certificates in the Controlling Class (as opposed to a holder or beneficial owner
of Certificates in general) or as Controlling Class Representative, under this

 




    14


     


    

 

Agreement,
unless such Holder or Beneficial Owner of Certificates in the Controlling Class or the Controlling Class Representative is also
either (x) a Borrower Restricted Party or a sub-servicer thereof, or (y) the Servicer, the Trustee or the Certificate Administrator
or any person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any such party. 

 

“Certificateholder
Quorum”:  A quorum that, for purposes of Section 7.1(d) of this Agreement, consists of the Holders of Principal
Balance Certificates evidencing at least 50% of the aggregate Voting Rights (as allocated taking into account the application
of any Appraisal Reduction Amount to notionally reduce the Certificate Balances of the respective Classes of the Principal Balance
Certificates) of all Regular Certificates, on an aggregate basis.

 

“Class”: 
With respect to the Certificates, all of the Certificates bearing the same alphabetical class designation and each Uncertificated
Lower-Tier Interest.

 

“Class
A Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-1 hereto and designated as a Class A Certificate.

 

 “Class
B Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-3 hereto and designated as a Class B Certificate.

 

“Class
C Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-4 hereto and designated as a Class C Certificate.

 

“Class
D Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-5 hereto and designated as a Class D Certificate.

 

“Class
E Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-6 hereto and designated as a Class E Certificate.

 

“Class
F Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form
set forth in Exhibit A-7 hereto and designated as a Class F Certificate.

 

“Class
G Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form
set forth in Exhibit A-8 hereto and designated as a Class G Certificate.

 

“Class
Interest Shortfall”:  With respect to any Distribution Date for any Class of Non-Vertically Retained Regular Certificates
or any Uncertificated Lower-Tier Interest, the amount by which the Current Interest Accrual Amount for such Class of Certificates
or such Uncertificated Lower-Tier Interest, as the case may be, for such Distribution Date exceeds the portion of such amount
actually paid in respect of such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, on such
Distribution Date.

 




    15


     


    

 

 “Class
LA Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is designated as Class LA, is
held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Introductory Statement.

 

“Class
LB Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is designated as Class LB, is
held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Introductory Statement.

 

 “Class
LC Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is designated as Class LC, is
held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Introductory Statement.

 

“Class
LD Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is designated as Class LD, is
held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Introductory Statement.

 

“Class
LE Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is designated as Class LE, is
held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Introductory Statement.

 

“Class
LF Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is designated as Class LF, is
held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Introductory Statement.

 

“Class
LG Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is designated as Class LG, is
held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Introductory Statement.

 

“Class
LT-R Interest”:  The residual interest in the Lower-Tier REMIC.  The Class LT-R Interest has no Pass-Through
Rate or Lower-Tier Principal Amount or notional amount.  The Class LT-R Interest will be represented by the Class R Certificates.

 

“Class
LVRR Uncertificated Interest”:  A regular interest in the Lower-Tier REMIC, which is designated as Class LVRR,
is held as an asset of the Upper-Tier REMIC and has the Original Lower-Tier Principal Amount and per annum rate of interest
set forth in the Introductory Statement.

 

“Class
R Certificate”:  A Certificate executed and authenticated by the Certificate Administrator, in substantially the
form set forth in Exhibit A-9 hereto and designated as a Class R Certificate.  The Class R Certificates have
neither a Certificate Balance nor a Pass-Through

 




    16


     


    

 

Rate. 
The Class R Certificates will represent the Class LT-R Interest and the Class UT-R Interest. 

 

“Class
UT-R Interest”:  The residual interest in the Upper Tier REMIC.  The Class UT-R Interest has no Pass-Through
Rate, Certificate Balance or notional amount. The Class UT-R Interest will be represented by the Class R Certificates.

 

“Class
VRR Certificate”:   A Certificate executed and authenticated by the Certificate Administrator, in substantially
the form set forth in Exhibit A-10 hereto and designated as a Class VRR Certificate.  The Class VRR Certificates
collectively constitute the VRR Interest.

 

“Class
VRR Certificate Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be
deemed to be owned by the Holders of the Class VRR Certificates.

 

“Class
X Certificate”:  A Certificate executed and authenticated by the Certificate Administrator in substantially the
form set forth in Exhibit A-2 and designated as a Class X Certificate.

 

“Class
X Notional Amount”:  With respect to the Class X Certificates, an amount equal to the aggregate of the Lower-Tier
Principal Amounts of the Class LA, Class LB, Class LC and Class LD Uncertificated Interests from time to time.

 

“Class
X Pass-Through Rate”:  As defined in the Introductory Statement.

 

“Class
X Strip Rate”:  A per annum rate equal to: (a) for each of the Class LA Uncertificated Interest and the Class
A Certificates for any Distribution Date, the excess, if any, of (i) the Adjusted Net Mortgage Rate for such Distribution Date
over (ii) the Pass-Through Rate of the Class A Certificates; (b) for each of the Class LB Uncertificated Interest and the Class
B Certificates for any Distribution Date, the excess, if any, of (i) the Adjusted Net Mortgage Rate for such Distribution Date
over (ii) the Pass-Through Rate of the Class B Certificates; (c) for each of the Class LC Uncertificated Interest and the Class
C Certificates for any Distribution Date, the excess, if any, of (i) the Adjusted Net Mortgage Rate for such Distribution Date
over (ii) the Pass-Through Rate of the Class C Certificates; and (d) for each of the Class LD Uncertificated Interest and the
Class D Certificates for any Distribution Date, the excess, if any, of (i) the Adjusted Net Mortgage Rate for such Distribution
Date over (ii) the Pass-Through Rate of the Class D Certificates.

 

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

 

“Clearing
Account”:  As defined in the Mortgage Loan Agreement.

 

“Clearing
Account Agreement”: As defined in the Mortgage Loan Agreement.

 

“Clearstream”: 
As defined in Section 5.2(a).

 




    17


     


    

 

“Closing
Date”:  March 10, 2020.

 

“CMBS”: 
Commercial mortgage-backed securities.

 

“Code”: 
The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply
to the Trust Fund.

 

“Co-Lender
Agreement”: As defined in the Introductory Statement.

 

“Collateral”: 
The Property securing the Mortgage Loan, the Leases assigned with respect to the Mortgage Loan, the agreements assigned with respect
to the Mortgage Loan, the Reserve Accounts (and all sums held, deposited or invested therein and all proceeds thereof) with respect
to the Mortgage Loan and all other collateral which is subject to security interests and liens granted to secure the Mortgage
Loan.

 

“Collateral
Security Documents”:  Any document or instrument given to secure or guaranty the Mortgage Loan, including without
limitation, the Mortgage, each as amended, supplemented, assigned, extended or otherwise modified from time to time.

 

“Collection
Account”:  As defined in Section 3.4(a).

 

“Collection
Period”:  (i) With respect to the first Distribution Date, the period commencing on and including the Closing
Date and ending on and including the Determination Date relating to such Distribution Date, and (ii) with respect to any
other Distribution Date, the period commencing on and including the date immediately following the Determination Date relating
to the immediately preceding Distribution Date and ending on and including the Determination Date relating to the subject Distribution
Date.  The Collection Period for any Distribution Date shall also relate to the Remittance Date immediately prior to such
Distribution Date.

 

“Commission”: 
The Securities and Exchange Commission.

 

“Companion
Loan”: As defined in the Introductory Statement.

 

“Companion
Loan Advance”: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent
scheduled payments with respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization
Trust.

 

“Companion
Loan Holder”:  The holder of a Companion Loan and any successor thereto in respect of any Foreclosed Property.

 

“Companion
Loan Notes”:  As defined in the Preliminary Statement.

 




    18


     


    

 

“Companion
Loan Rating Agency”:  With respect to any Companion Loan, any rating agency that was engaged by a participant
in the securitization of such Companion Loan to assign a rating to the related Companion Loan Securities.

 

“Companion
Loan Rating Agency Confirmation”:  With respect to any matter involving the servicing and administration of a
Companion Loan or REO Companion Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in
electronic form) by each applicable Companion Loan 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 such Companion Loan Securities (if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written
waiver or other acknowledgment from a Companion Loan Rating Agency indicating its decision not to review or declining to review
the matter for which the Companion Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan
Rating Agency Declination”), or as otherwise provided in Section 3.27 of this Agreement, the requirement for
the Companion Loan Rating Agency Confirmation from the applicable Companion Loan Rating Agency with respect to such matter shall
not apply.

 

“Companion
Loan Securities”:  Any commercial mortgage-backed securities that evidence an interest in or are secured by the
assets of an Other Securitization Trust, which assets include a Companion Loan (or a portion thereof or interest therein).

 

“Compensating
Interest Payment”:  A cash payment in an amount, with respect to the Mortgage Loan, equal to the lesser of (i)
the amount of any Prepayment Interest Shortfall incurred in connection with a voluntary Prepayment received in respect of the
Mortgage Loan during the related Collection Period prior to the Payment Date in that Collection Period, and (ii) the aggregate
of the Servicer’s Servicing Fees for the related Distribution Date and, to the extent earned on Prepayments, Net Investment
Earnings payable to the Servicer for the related Certificate Interest Accrual Period.

 

“Condemnation
Proceeds”:  The portion of the Net Proceeds relating to a Condemnation (as defined in the Mortgage Loan Agreement).

 

“Confidential
Information”:  With respect to the Trustee, the Certificate Administrator, the Servicer or the Special Servicer,
all material non-public information obtained in the course of and as a result of such Person’s performance of its duties
as Trustee, Certificate Administrator, Servicer or Special Servicer, as applicable with respect to the Mortgage Loan, the Borrower
Parties and the Property, unless such information (i) was already in the possession of such Person prior to being disclosed
to such Person, (ii) is or becomes available to such Person from a source other than its activities as Trustee, Certificate
Administrator, Servicer or Special Servicer, (iii) is or becomes generally available to the public other than as a result
of a disclosure by Servicing Personnel or (iv) is required to be disclosed by law or court order, provided such Person shall use
reasonable efforts to obtain confidential treatment thereof.  Notwithstanding the foregoing, the Servicer, the Special Servicer,
the Trustee and the Certificate Administrator shall be permitted to comply with its obligations hereunder to make information
available to the extent that such information was received by it in its capacity as Servicer, Special Servicer, Trustee or Certificate
Administrator, as applicable.

 




    19


     


    

 

“Consent
Fees”:  Any fees payable in connection with any request by the Borrowers for lender consent pursuant to the express
terms of the Mortgage Loan Documents; provided that Consent Fees shall not include fees payable in connection with a consent to
a modification, extension, waiver or amendment of any term of the Mortgage Loan Documents.

 

“Control
Eligible Certificates”:  The Class F and Class G Certificates. No other Class of Certificates will be eligible
to act as the Controlling Class or appoint a Controlling Class Representative.

 

“Controlling
Class”:  As of any time of determination, the most subordinate Class of Control Eligible Certificates then outstanding
that has an outstanding Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts then allocable to such Class,
that is equal to or greater than 25% of the initial Certificate Balance of that Class of Certificates or, if no Class of Control
Eligible Certificates meets the preceding requirement, the Class F Certificates.  The Controlling Class as of the Closing
Date will be the Class G Certificates.

 

“Controlling
Class Representative”: The Holder of the Controlling Class (or other representative) selected or designated, as applicable,
in accordance with Section 9.1.  As of the Closing Date, DoubleLine Capital LP, as investment manager for various
client accounts, will be the initial Controlling Class Representative.

 

“Controlling
Persons”:  As defined in Section 6.3(a).

 

“Corporate
Trust Office”:  The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable,
at which at any particular time its corporate trust business shall be administered, which office at the date of the execution
of this Agreement is located: (i) with respect to the Trustee: 1100 North Market Street, Wilmington, Delaware 19890, Attention
CGCMT 2020-555, or the principal trust office of any successor Trustee qualified and appointed pursuant to Section 8.8,
and (ii) with respect to the Certificate Administrator: (a) for purposes of administration of the Trust, 388 Greenwich Street,
New York, New York 10013, Attention: Global Transaction Services – CGCMT 2020-555, and (b) for purposes of certificate
transfer and presentment of Certificates for final payment thereon, 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey
07310, Attention: Securities Window, or the principal trust office of any successor Certificate Administrator qualified and appointed
pursuant to Section 8.8.

 

“CREFC®”: 
The CRE Finance Council, or any association or organization that is a successor thereto. If neither such association nor any successor
remains in existence, “CREFC®” will be deemed to refer to such other association or organization
as may exist whose principal membership consists of servicers, trustees, issuers, placement agents and underwriters generally
involved in the commercial mortgage loan securitization industry, which is the principal such association or organization in the
commercial mortgage loan securitization industry and one of whose principal purposes is the establishment of industry standards
for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed
bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such
certificates or bonds, and any successor to such other association or organization. If an organization or association described
in one of the preceding sentences of this definition does not exist,

 




    20


     


    

 

“CREFC®”will
be deemed to refer to such other association or organization as will be reasonably acceptable to the Servicer, the Special Servicer,
the Trustee and the Certificate Administrator. 

 

“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 and, insofar
as it requires the presentation of information in addition to that called for by the form of the “Advance Recovery Report”
available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.

 

“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®
Assumption Modification Posting Instructions Template”:  A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Assumption Modification Posting Instructions 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 monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Bond Level File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Certificate Administrator.

 

“CREFC®
Capitalized Amounts/Non-Recoverable Trust Expense Template”:  A report substantially in the form of, and
containing the information called for in, the downloadable form of the “Capitalized Amounts/Non-Recoverable Trust Expense
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®
Collateral Summary File”:  The report substantially in the form of, and containing the information called
for in, the downloadable form of the “Collateral Summary File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Certificate Administrator.

 




    21


     


    

 

“CREFC®
Comparative Financial Status Report”:  A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date
on the CREFC® Website, or such other form for the presentation of such information as may from time to time be
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer and the Special Servicer.

 

“CREFC®
Delinquent Loan Status Report”:  A report substantially in the form of, and containing the information called
for in, the downloadable form of the “Delinquent Loan Status 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.

 

“CREFC®
Financial File”:  A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Financial File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer.

 

“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 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®
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 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®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”:  A report substantially in
the form of, and containing the information called for in, the downloadable form of the “Historical Loan Modification/Forbearance
and Corrected Mortgage Loan 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.

 

“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 as
of the Closing Date on the CREFC® Website, or such other form for the presentation of such information and containing
such additional

 




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information
as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally. 

 

“CREFC®
Licensing Fee”:  The “CREFC® Intellectual Property Royalty License Fee” payable
to CREFC® in connection with the usage of CREFC® trademarks, which  shall be equal to, with
respect to the Trust Loan and any Mortgage Loan Interest Accrual Period, the amount of interest accrued during such Mortgage Loan
Interest Accrual Period at the related CREFC® Licensing Fee Rate on the same principal balance, in the same manner,
and for the same number of days as any related interest payment with respect to the Trust Loan (including, without limitation,
all or any portion thereof that constitutes an REO Trust Loan) during such Mortgage Loan Interest Accrual Period is computed. 
Any payments of the CREFC® Licensing Fee shall be made to “CRE Finance Council” and delivered by
wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished by CREFC®
to the Servicer in writing at least two Business Days prior to the Remittance Date):

 

Account
Name:  Commercial Real Estate Finance Council (CREFC®)

 

Bank
Name:  JPMorgan Chase Bank, National Association

 

Bank
Address:  80 Broadway, New York, NY 10005

 

Routing
Number:  021000021

 

Account
Number:  213597397 

 

For
the avoidance of doubt, the CREFC® Licensing Fee will be deemed payable from the Lower-Tier REMIC.

 

“CREFC®
Licensing Fee Rate”: 0.00050% per annum.

 

“CREFC®
Loan Level Reserve LOC Report”:  The monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Level Reserve LOC 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 recommended by the CREFC® for commercial mortgage securities transactions
generally and is reasonably acceptable to the Servicer.

 

“CREFC®
Loan Liquidation Report Template”:  A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Liquidation Report 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®
Loan Modification Report Template”:  A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Modification Report 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

 




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information
as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally. 

 

“CREFC®
Loan Periodic Update File”:  The monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally
and is reasonably acceptable to the Servicer, the Special Servicer and the Certificate Administrator.

 

“CREFC®
Loan Setup File”:  The report substantially in the form of, and containing the information called for in,
the downloadable form of the “Loan Setup File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer, the Special Servicer and the Certificate Administrator.

 

“CREFC®
Modification Posting Instructions Template”:  A report substantially in the form of, and containing the
information called for in, the downloadable form of the “Modification Posting Instructions 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®
NOI Adjustment Worksheet”:  A report substantially in the form of, and containing the information called
for in, the downloadable form of the “NOI Adjustment Worksheet” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is acceptable
to the Servicer or the Special Servicer, as applicable, and in any event, will present the computations made in accordance with
the methodology described in such form to “normalize” the full year and year to date net operating income and debt
service coverage numbers used in the other reports required by this Agreement.

 

“CREFC®
Operating Statement Analysis Report”:  A report prepared with respect to the Property substantially in the
form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis 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 recommended by the CREFC® for commercial
mortgage securities transactions generally and is reasonably acceptable to the Servicer or Special Servicer.

 

“CREFC®
Payment Posting Instructions Template”:  A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Payment Posting Instructions 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

 




    24


     


    

 

information
as may from time to time be approved by the CREFC® for commercial mortgage securities transactions generally. 

 

“CREFC®
Property File”:  A report substantially in the form of, and containing the information called for in, the
downloadable form of the “Property File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Servicer and the Special Servicer.

 

“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 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®
REO Liquidation Report Template”:  A report substantially in the form of, and containing the information
called for in, the downloadable form of the “REO Liquidation Report 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®
REO Status Report”:  A report substantially in the form of, and containing the information called for in,
the downloadable form of the “REO Status 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer.

 

“CREFC®
Reports”:  Collectively refers to the following reports as may be amended, updated or supplemented from
time to time as part of the CREFC® “IRP” and any additional reports that become part of the CREFC®
“Investor Reporting Package®” from time to time:

 

(a)       
the following eight electronic files:  (i) CREFC® Bond Level File, (ii) CREFC®
Collateral Summary File, (iii) CREFC® Property File, (iv) CREFC® Loan Periodic Update
File, (v) CREFC® Loan Setup File, (vi) CREFC® Financial File, (vii) CREFC®
Special Servicer Loan File and (viii) CREFC® Special Servicer Property File;

 

(b)       
the following ten supplemental reports and methodology (and any other reports as may be, or have been, adopted and promulgated
by CREFC® as part of the CREFC® Investor Reporting Package (IRP) from time to time):  (i) CREFC®
Servicer Watch List/Portfolio Review Guidelines; (ii) CREFC® Delinquent Loan Status Report; (iii) CREFC®
REO Status Report; (iv) CREFC® Comparative Financial Status Report;

 




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(v) CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report; (vi) CREFC® Loan Level Reserve/LOC
Report; (vii) CREFC® Total Loan Report (to the extent any portion of the Mortgage Loan is held outside the Trust);
(viii) CREFC® Advance Recovery Report; (ix) CREFC® Operating Statement Analysis Report; (x) CREFC®
NOI Adjustment Worksheet; 

 

(c)       
the following fifteen templates (and any other templates as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time):  (i) CREFC®Appraisal
Reduction Template, (ii) CREFC®Servicer Realized Loss Template, (iii) CREFC®Reconciliation of
Funds Template, (iv) CREFC®Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC®Historical
Liquidation Loss Template, (vi) CREFC®Interest Shortfall Reconciliation Template, (vii) CREFC®Servicer
Remittance to Certificate Administrator Template, (viii) CREFC®Significant Insurance Event Template, (ix) CREFC®Loan
Modification Report Template; (x) CREFC® Loan Liquidation Report Template, (xi) CREFC® REO Liquidation
Report Template; (xii) CREFC® Payment Posting Instructions Template; (xiii) CREFC® Modification
Posting Instructions Template; (xiv) CREFC® Assumption Modification Posting Instructions Template, and (xv)
CREFC® Capitalized Amounts/Non-Recoverable Trust Expense Template; and

 

(d)       
such other reports and data files as CREFC® may designate, or has designated, as part of the “CREFC®Investor
Reporting Package (CREFC®IRP)” from time to time.

 

“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 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®
Servicer Remittance to Certificate Administrator Template”:  A report substantially in the form of, and
containing the information called for in, the downloadable form of the “Servicer Remittance to Certificate Administrator
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®
Servicer Watch List/Portfolio Review Guidelines”:  For any Determination Date, a report substantially in
the form of, and containing the information called for in, the downloadable form of the “Servicer Watch List/Portfolio
Review Guidelines” available as of the Closing Date on the CREFC® Website, or in such other final form
for the presentation of such information and containing such additional information as may from time to time be promulgated as
recommended by the CREFC® for commercial mortgage securities transactions generally and, insofar as it requires
the presentation of information in addition to that called for by the form of the “Servicer Watch List/Portfolio Review
Guidelines” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.

 




    26


     


    

 

“CREFC®
Significant Insurance Event Template”:  A report substantially in the form of, and containing the information
called for in, the downloadable form of the “Interest Significant Insurance Event 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®
Special Servicer Loan File”:  The monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the “Special Servicer Loan File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally
and is reasonably acceptable to the Servicer and the Special Servicer.

 

“CREFC®
Special Servicer Property File”:  The monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the “Special Servicer Property File” 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 recommended by the CREFC® for commercial mortgage securities transactions
generally and is reasonably acceptable to the Servicer and the Special Servicer.

 

“CREFC®
Total Loan Report”:  The report in the “Total 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®
Website”:  The CREFC®’s Internet website located at “www.CREFC®.org”
or such other primary Internet website as the CREFC® may establish for dissemination of its report forms.

 

“CREFI”: 
As defined in the Introductory Statement hereto.

 

“Current
Interest Accrual Amount”:  With respect to any Distribution Date for any Class of Non-Vertically Retained Regular
Certificates or any Uncertificated Lower-Tier Interest, the interest accrued during the related Certificate Interest Accrual Period
at the Pass-Through Rate applicable to such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may
be, for such Certificate Interest Accrual Period on the Certificate Balance, Notional Amount or Lower-Tier Principal Amount, as
applicable, of such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, immediately prior to
such Distribution Date.

 

“Custodial
Agreement”:  The custodial agreement, if any, from time to time in effect between the Custodian named therein
and the Certificate Administrator, as the same may be amended or modified from time to time in accordance with the terms thereof. 
For avoidance of doubt, as of the Closing Date, the Custodian is the Certificate Administrator. 

 

“Custodian”: 
Any Custodian appointed pursuant to Section 8.15 of this Agreement and, unless the Certificate Administrator is Custodian,
named pursuant to any

 




    27


     


    

 

Custodial
Agreement.  The Custodian may (but need not) be the Certificate Administrator or the Servicer or any Affiliate or agent
of the Certificate Administrator or the Servicer, but may not be (i) the Depositor, the Loan Seller or any Affiliate thereof
or (ii) any Borrower, any Borrower Restricted Party or any Affiliate thereof.

 

“Cut-off
Date”:  March 6, 2020.

 

“DBRS
Morningstar”: DBRS, Inc., or its successor in interest. If neither DBRS, Inc. 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 Servicer, the Special
Servicer, the Trustee and the Certificate Administrator 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 Payment Date, upon the occurrence and during the continuance of a Mortgage Loan
Event of Default, interest accrued on the outstanding principal balance of the Mortgage Loan and, to the extent permitted by law,
on all accrued and unpaid interest and other amounts due in respect of the Mortgage Loan, in each case, at the excess of the Default
Rate over the related Mortgage Loan Interest Rate.

 

“Default
Rate”:  As defined in the Mortgage Loan Agreement.

 

“Defect”:
As defined in the Trust Loan Purchase Agreement.

 

“Deficient
Exchange Act Deliverable”:  With respect to the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Loan Seller
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 item and (z) delivered by or on behalf of such party pursuant to the delivery
requirements under Article 13 of this Agreement, that does not conform to the applicable reporting requirements under the
Securities Act, the Exchange Act, the Sarbanes-Oxley Act and/or the rules and regulations promulgated thereunder.

 

“Definitive
Certificate”:  Any Certificate in fully registered physical form without interest coupons.

 

“Delivery
Date”:  As defined in Section 2.1(b).

 

“Deposit
Account”:  As defined in the Mortgage Loan Agreement.

 

“Deposit
Account Agreement”: As defined in the Mortgage Loan Agreement.

 

“Depositor”: 
Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, together with its successors-in-interest.

 




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“Depository”: 
The Depository Trust Company or a successor appointed by the Certificate Registrar (which appointment shall be at the direction
of the Depositor if the Depositor is legally able to do so).

 

“Depository
Participant”:  A Person for whom, from time to time, the Depository effects book-entry transfers and pledges of
securities deposited with the Depository.

 

“Determination
Date”:  The 6th day of each calendar month, but if such 6th day is not a Business Day, then the immediately succeeding
Business Day, beginning in April 2020.  A Determination Date relates to the Distribution Date that occurs in the same calendar
month as such Determination Date.

 

“Directly
Operate”:  With respect to any Foreclosed 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 Foreclosed Property, the
holding of such Foreclosed Property primarily for sale to customers, the use of such Foreclosed Property in a trade or business
conducted by the Trust or the performance of any construction work on the Foreclosed Property (other than the completion of a
building or improvement, where more than 10% of the construction of such building or improvement was completed before default
became imminent), other than through an Independent Contractor; provided, however, that a Foreclosed Property will
not be considered to be Directly Operated solely because the Trustee on behalf of the Trust (or the Special Servicer on behalf
of the Trustee on behalf of the Trust) 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 Foreclosed Property or takes other
actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).

 

“Disclosable
Special Servicer Fees”: With respect to the Mortgage Loan or any Foreclosed Property, any compensation or other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, and 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, the Borrower, the Property Manager, the Borrower Sponsor, the Guarantor in respect of the Mortgage Loan
and any purchaser of the Trust Loan, any Companion Loan or any Foreclosed Property) in connection with the disposition, work-out
or foreclosure of the Mortgage Loan, the management or disposition of such Foreclosed Property and the performance by the Special
Servicer or any such Affiliate of any other special servicing duties under this Agreement, other than (i) Permitted Special
Servicer/Affiliate Fees, and (ii) any special servicing compensation and fees to which the Special Servicer is entitled under
this Agreement; provided, that any compensation and other remuneration that the Servicer (if it is also the Special Servicer
or an Affiliate thereof)  is permitted to receive or retain pursuant to this Agreement in connection with its duties as Servicer
under this Agreement shall not constitute Disclosable Special Servicer Fees.

 

“Disclosure
Parties”:  As defined in Section 8.14(c).


 



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“Disqualified
Non-U.S. Tax Person”:  With respect to a Class R Certificate, (x) an entity treated as a U.S. partnership if any
of its partners, directly or indirectly (other than through a U.S. corporation) is (or is permitted to be under the partnership
agreement) a Disqualified Non-U.S. Tax Person; (y) any Non-U.S. Tax Person or agent thereof other than (i) a Non-U.S. Tax
Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or (ii) a Non-U.S.
Tax Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of a nationally recognized
tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance with the requirements of the Code
and the regulations promulgated thereunder and that such transfer of such Class R Certificate will not be disregarded for federal
income tax purposes under Treasury Regulations Section 1.860G-3; or (z) a U.S. Tax Person with respect to which income from
a 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.  Information necessary to compute an applicable excise
tax must be furnished to the IRS and to the requesting party within sixty (60) days of the request, and the Certificate Administrator
may charge a fee for computing and providing such information.

 

“Disqualified
Organization”:  Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing
(other than an instrumentality that 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 any such governmental unit), (b) a foreign
government, International Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt
from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 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), (d) rural electric and telephone cooperatives
described in Section 1381(a)(2) of the Code or (e) any other person so designated by the Certificate Administrator based
upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such person may cause the Upper-Tier REMIC
or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding.  The terms “United
States,” “State” and “International Organization” have the meanings set forth in Section 7701
of the Code or successor provisions.

 

“Distribution
Account”:  The account established and maintained by the Certificate Administrator pursuant to Section 3.5.

 

“Distribution
Date”:  The 4th Business Day after the Determination Date in each calendar month, commencing in April 2020. 
The first Distribution Date shall be April 10, 2020.

 

“Distribution
Date Statement”:  As defined in Section 4.4(a).

 

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

 

“Eligible
Account”:  A separate and identifiable account from all other funds held by the holding institution that is either
(a) an account or accounts maintained with a federal or

 




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state
chartered depository institution or trust company which complies with the definition of Eligible Institution, (b) a segregated
trust account or accounts maintained with a federal or state chartered depository institution or trust company acting in its fiduciary
capacity, and which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially
similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least $50,000,000 and is subject
to supervision or examination by federal or state authority, as applicable, and the long term unsecured debt obligations of which
are rated at least “A2” by Moody’s or (c) an account maintained with any other insured depository institution
that is the subject of a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, from each Rating
Agency and Companion Loan Rating Agency for which the minimum rating is not met and DBRS Morningstar, with respect to any account
listed in the clauses above, or from each Rating Agency, with respect to any account other than one listed in the clauses above. 
An Eligible Account shall not be evidenced by a certificate of deposit, passbook or other instrument.  If the holding institution
for an account ceases to meet the requirements of this definition for an “Eligible Account”, then the party responsible
for administering such account hereunder shall move such account to a holding institution meeting such requirements within 30
days.

 

“Eligible
Institution”:  Means (a) either a depository institution or trust company insured by the Federal Deposit Insurance
Corporation, the short-term unsecured debt obligations, deposit accounts or commercial paper of which are rated at least “P-1”
by Moody’s, “F1” by Fitch and “R-1(low) by DBRS Morningstar (or, if not rated by DBRS Morningstar,
an equivalent (or higher) rating by any two other NRSROs (which may include Fitch)), in the case of letters of credit and accounts
in which funds are held for 30 days or less or, in the case of letters of credit and accounts in which funds are held for more
than 30 days, the long-term unsecured debt obligations or deposit accounts of which are rated at least “A2” by Moody’s,
“AA-” by Fitch (or “A” by Fitch so long as the short-term deposit or short-term unsecured debt obligations
of such depository institution or trust company are rated no less than “F1” by Fitch) and “A” by DBRS
Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by any two other NRSROs (which may include
Fitch)); (b) an institution that is the subject of a Rating Agency Confirmation from each Rating Agency; or (c) PNC Bank, National
Association, provided (i) in the case of accounts in which funds are held for thirty (30) days or less, the short-term unsecured
debt obligations, deposit accounts or commercial paper of PNC Bank, National Association are rated at least “P-1”
by Moody’s, “F1” by Fitch and “R-1(low) by DBRS Morningstar (or, if not rated by DBRS Morningstar,
an equivalent (or higher) rating by any two other NRSROs (which may include Fitch)) and (ii) in the case of accounts in which
funds are held for more than thirty (30) days, the long-term unsecured debt obligations or deposit accounts of PNC Bank, National
Association are rated at least “A2” by Moody’s, “A-” by Fitch and “A” by DBRS
Morningstar (or, if not rated by DBRS Morningstar, an equivalent (or higher) rating by any two other NRSROs (which may include
Fitch)).

 

“Environmental
Indemnity”:  As defined in the Mortgage Loan Agreement.

 

“Environmental
Law”:  Any present or future federal, state or local law, statute, regulation or ordinance, any judicial or administrative
order or judgment thereunder, pertaining to health, industrial hygiene, hazardous substances or the environment, including, but
not limited to, each of the following, as enacted as of the date hereof or as hereafter amended:  CERCLA;

 




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the
Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act,
15 U.S.C. §§ 2601 et seq.; the Water Pollution Control Act (also known as the Clean Water Act, 22 U.S.C. §§ 1251
et seq.), the Clean Air Act, 42 U.S.C. §§ 7401 et seq. and the Hazardous Materials Transportation Act, 49 U.S.C.
§§ 1801 et seq. 

 

“Environmental
Report”:  With respect to the Property, the “Phase I” and “Phase II,” if any,
environmental audit reports prepared and delivered to the Depositor in connection with the origination of the Mortgage Loan, or
any subsequent environmental report prepared on behalf of the Trust hereunder meeting the requirements of the American Society
for Testing and Materials.

 

“ERISA”: 
The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

 

“ERISA
Restricted Certificate”:  Any Class F or Class G Certificate; provided, that any such Certificate: 
(a) will cease to be considered an ERISA Restricted Certificate; and (b) will cease to be subject to the transfer restrictions
contained in Section 5.3(n) of this Agreement if, as of the date of a proposed transfer of such Certificate, either (i)
it is rated in one of the four highest generic ratings categories by a credit rating agency that meets the requirements of the
Underwriter Exemption) or (ii) relevant provisions of ERISA would permit the transfer of such Certificate to a Plan.  The
Class VRR Certificates will be considered ERISA Restricted Certificates if sold through Citigroup Global Markets Inc.

 

“Euroclear”: 
As defined in Section 5.2(a).

 

“Excess
Servicing Fees”:   With respect to the Mortgage Loan (including all or any portion thereof that constitutes
an REO Mortgage Loan), that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.

 

“Excess
Servicing Fee Rate”:  With respect to the Mortgage Loan (including all or any portion thereof that constitutes
an REO Mortgage Loan), a rate per annum equal to the Servicing Fee Rate minus 0.00125%; provided that such rate shall be subject
to reduction at any time following any resignation of the Servicer pursuant to Section 6.4 of this Agreement (if no successor
is appointed in accordance with Section 6.4 of this Agreement) or any termination of the Servicer pursuant to Section
7.1 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint
a qualified successor Servicer (which successor may include the Trustee) that meets the requirements of Section 7.2 of
this Agreement.

 

“Excess
Servicing Fee Right”: With respect to the Mortgage Loan (including all or any portion thereof that constitutes an REO
Mortgage Loan), the right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right,
Midland Loan Services, a Division of PNC Bank, National Association shall be the owner of such Excess Servicing Fee Right.

 

“Exchange
Act”:  The Securities Exchange Act of 1934, as amended from time to time.

 

“FATCA”: 
As defined in Section 4.2.


 



    32


     


    

 

“FHLMC”: 
The Federal Home Loan Mortgage Corporation or any successor thereto.

 

“Final
Asset Status Report”:  An Asset Status Report, together with such other data or supporting information provided
by the Special Servicer to the Controlling Class Representative, the Risk Retention Consultation Party or any Companion Loan Holder,
which does not include any communications (other than the Final Asset Status Report) between the Special Servicer, on the one
hand, and the Controlling Class Representative or the Risk Retention Consultation Party, on the other hand, with respect to the
Mortgage Loan; provided, that no Asset Status Report shall be considered a Final Asset Status Report unless (i) the Controlling
Class Representative (during any CCR Control Period) 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 or consent, or has been deemed to approve or consent
to such action or (ii) the Asset Status Report is otherwise implemented by the Special Servicer in accordance with the terms of
this Agreement.  Each Asset Final Status Report shall be labeled or otherwise identified or communicated as being final by
the Special Servicer. The Special Servicer may issue more than one Final Asset Status Report with respect to the Specially Serviced
Mortgage Loan in accordance with the procedures described above.

 

“Fitch”: 
Fitch Ratings, Inc. or its successor in interest.  If neither Fitch Ratings, Inc. 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 Servicer, the Special Servicer,
the Trustee and the Certificate Administrator and specific ratings of Fitch herein referenced shall be deemed to refer to the
equivalent ratings of the party so designated.

 

“FNMA”: 
The Federal National Mortgage Association or any successor thereto.

 

“Foreclosed
Property”:  The Property or other Collateral securing the Mortgage Loan, title to which has been acquired by the
Special Servicer on behalf of the Trust and the Companion Loan Holders through foreclosure, deed in lieu of foreclosure or otherwise
in the name of the Trustee or its nominee.

 

“Foreclosed
Property Account”:  The account or accounts established and maintained by the Special Servicer pursuant to Section 3.6
and Section 3.14.

 

“Foreclosure
Proceeds”:  Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator
and/or the Trustee, received in respect of any Foreclosed Property (including, without limitation, proceeds from the operation
or rental of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.

 

“Global
Certificates”:  As defined in Section 5.2(b).

 

“Ground
Lease”:  As defined in the Mortgage Loan Agreement.

 

“Guarantor”: 
As defined in the Mortgage Loan Agreement.

 

“Guaranty”: 
As defined in the Mortgage Loan Agreement.

 




    33


     


    

 

“Indemnified
Party”: As defined in Section 6.6(b) or Section 8.12(b), as applicable.

 

“Indemnifying
Party”: As defined in Section 6.6(b) or Section 8.12(b), as applicable.

 

“Independent”: 
When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any
material indirect financial interest in the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Controlling Class Representative, the Risk Retention Consultation Party, the Borrower Parties or in any of their respective
Affiliates and (ii) is not connected with the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Controlling Class Representative, the Risk Retention Consultation Party, the Borrower Parties or any of their
respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar
functions.

 

“Independent
Appraiser”:  An Independent professional real estate appraiser who (i) is a member in good standing of the
Appraisal Institute, (ii) if the state in which the Property or Foreclosed Property is located certifies or licenses appraisers,
is certified or licensed in such state, and (iii) has a minimum of five years’ experience in the appraisal of comparable
properties in the geographic area in which the Property is located.

 

“Independent
Contractor”:  Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Lower-Tier REMIC within the meaning of Section 856(d)(3) of the Code if such REMIC
were a real estate investment trust (except that the ownership test set forth in that Section of the Code will be considered
to be met by any Person that owns, directly or indirectly, 35% or more of the VRR Interest or any Class of Non-Vertically Retained
Certificates or 35% or more of the aggregate value of the VRR Interest and all Classes of Non-Vertically Retained Certificates
or such other interest in the VRR Interest and the Non-Vertically Retained Certificates as is set forth in an Opinion of Counsel,
which will, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer or the Trust, be delivered
to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf of the Trustee); provided
that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any income from such Person and the relationship
between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5),
or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee and the Certificate Administrator
(or the Servicer or the Special Servicer on behalf of the Trustee) has received an Opinion of Counsel which shall, at no expense
to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer (unless the Special Servicer or the Servicer
is providing the Opinion of Counsel with respect to itself) or the Trust, be to the effect that the taking of any action in respect
of any Foreclosed 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 Foreclosed Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes
of Section 860D(a) of the Code), or cause any income realized in respect of such Foreclosed Property to fail to qualify as
Rents from Real Property.


 



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“Initial
Certificate Balance”:  As defined in the Introductory Statement.

 

“Initial
Notional Amount”:   As defined in the Introductory Statement.

 

“Initial
Purchasers”:  Citigroup Global Markets Inc., Bancroft Capital, LLC and Siebert Williams Shank & Co., LLC,
and their respective successors-in-interest.

 

“Inquiry” and
“Inquiries”:  As defined in Section 4.5(a).

 

“Institutional
Accredited Investor”:  An entity that is, or in which each of the equity owners is, an “accredited investor”
within the meaning of Rule 501(a) (1), (2), (3) or (7) under the Act.

 

“Insurance
Premiums”:  As defined in the Mortgage Loan Agreement.

 

“Insurance
Proceeds”:  (a) The portion of Net Proceeds paid as a result of a Casualty (as defined in the Mortgage Loan
Agreement) other than amounts to be applied to the restoration, preservation or repair of the Property or to be released to the
Borrower Parties each in accordance with the terms of the Mortgage Loan Agreement, or if not required to be so applied or so released
under the terms of the Mortgage Loan Agreement, Accepted Servicing Practices, (b) amounts paid by any insurer pursuant to
any insurance policy required to be maintained by the Servicer pursuant to Section 3.11, to the extent related to
this Agreement only or (c) any other amounts paid by an insurer pursuant to any insurance policy required to be maintained
by the Borrower Parties, to the extent allocable to the Mortgage Loan under the Mortgage Loan Documents.

 

“Interest
Accrual Period”: (a) With respect to the Mortgage Loan, the Trust Loan or any Companion Loan for any Payment Date,
the Mortgage Loan Interest Accrual Period, and (b) with respect to each Class of Non-Vertically Retained Regular Certificates
for any Distribution Date, the applicable Certificate Interest Accrual Period.

 

“Interest
Distribution Amount”:  With respect to any Distribution Date for any Class of Non-Vertically Retained Regular
Certificates or any Uncertificated Lower-Tier Interest, the sum of the Current Interest Accrual Amount for such Distribution Date
and such Class of Certificates or such Uncertificated Lower-Tier Interest plus the aggregate unpaid Class Interest Shortfalls
in respect of prior Distribution Dates for such Class of Certificates or such Uncertificated Lower-Tier Interest.

 

“Interest
Rate”: (i) With respect to the Senior Notes, a rate of 3.52000% per annum (the “Senior Notes Interest Rate”);
(ii) with respect to the Junior Trust Note, a rate of 3.52000% per annum (the “Junior Trust Note Interest Rate”);
(iii) with respect to the Trust Loan Notes, the weighted average of the Senior Notes Interest Rate and the Junior Trust Note Interest
Rate (weighted based on the respective principal balances of the Senior Trust Note and the Junior Trust Note) (the “Trust
Loan Interest Rate”); and (iv) with respect to the Mortgage Loan, a rate of 3.5200% per annum (the “Mortgage
Loan Interest Rate”).

 

“Interest
Reserve Account”:  As defined in Section 3.3(b).


 



    35


     


    

 

“Interested
Person”:  As defined in Section 3.16(a)(ii).

 

“Investment”: 
Any direct or indirect ownership interest in the Certificates or in any security, note or other financial instrument related to
the Certificates or issued or executed by a Borrower Party, or any Affiliate of any of the Borrower Parties, a loan directly or
indirectly secured by any of the foregoing or a hedging transaction (however structured) that references or relates to any of
the foregoing.

 

“Investment
Account”:  As defined in Section 3.8(a).

 

“Investment
Decisions”:  Investment, trading, lending or other financial decisions, strategies or recommendations with respect
to Investments, whether on behalf of the Servicer or any Affiliate thereof, the Special Servicer or any Affiliate thereof, the
Certificate Administrator or any Affiliate thereof, as applicable, or any Person on whose behalf the Servicer or any Affiliate
thereof or the Special Servicer or any Affiliate thereof has discretion in connection with Investments.

 

“Investment
Personnel”:  As defined in Section 6.5.

 

“Investor
Certification”:  A certificate representing, among other things, that: 

 

(i)
for purposes of access to information, the Person executing the certificate is a Certificateholder, a Beneficial Owner of a Certificate
or a prospective purchaser of a Certificate, the Controlling Class Representative, the Risk Retention Consultation Party or any
Companion Loan Holder, and that either (a) such Person is not a Borrower Restricted Party, in which case such person will
be required to execute and deliver an Investor Certification substantially in the form included hereto as Exhibit K-1,
and will have access to all the reports and information made available to such Privileged Persons under this Agreement, or (b)
such Person is a Borrower Restricted Party, in which case such person will be required to execute and deliver an Investor Certification
substantially in the form included hereto as Exhibit K-2, and will only receive access to the Distribution Date Statements
prepared by the Certificate Administrator; and/or

 

(ii)
for purposes of exercising Voting Rights, the Person executing the certificate is a Certificateholder or a Beneficial Owner of
a Certificate, and that such Person (A) is not either (1) the Depositor, the Servicer, the Special Servicer, the Certificate
Administrator, the Trustee or any of their sub-servicers or respective Affiliates, or (2) a Borrower Restricted Party, or
(B) is exercising such Voting Rights in connection with an amendment to this Agreement or other matter regarding which its Certificates
are deemed outstanding pursuant to the definition of “Certificateholder”.

 

Each
of the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it by an unrelated
Person and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.

 

“Investor
Q&A Forum”:  As defined in Section 4.5(a).

 

“Investor
Registry”:  As defined in Section 4.5(b).


 



    36


     


    
 





“IRS”:
The Internal Revenue Service.


 


“Junior Trust
Note”: As defined in the Preliminary Statement.


 


“KBRA”:
Kroll Bond Rating Agency, Inc. or its successors in interest.


 


“Lease”:
As defined in the Mortgage Loan Agreement.




 


“Lender”:  As defined in the Mortgage Loan Agreement.

 

“Liquidated Property”:  The Property or Foreclosed Property, if it has been liquidated.

 

“Liquidation Expenses”:  Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Property or sale of the Mortgage Loan, such expenses including, without limitation, legal fees and expenses, appraisal fees, brokerage fees and commissions, conveyance taxes and trustee and co-trustee fees, if any.  Liquidation Expenses shall not include any previously incurred expenses that have been previously reimbursed to the party incurring the same or that were netted against income from any Foreclosed Property and were considered in the calculation of the amount of Foreclosure Proceeds pursuant to the definition thereof.

 

“Liquidation Fee”:  A fee payable to the Special Servicer with respect to the Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or Foreclosed Property, as to which the Special Servicer receives any Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds related to such Liquidated Property, liquidated Mortgage Loan or Foreclosed Property.  The Special Servicer will not be entitled to receive a Liquidation Fee in connection with (i) a repurchase by the Loan Seller of the Trust Loan pursuant to the Trust Loan Purchase Agreement (so long as such repurchase occurs within the cure period required under the Trust Loan Purchase Agreement which cure period will not exceed 180 days); (ii) a sale of the Trust Loan, any Companion Loan or any Foreclosed Property by the Special Servicer to itself; (iii) a purchase of the Mortgage Loan by the Mezzanine Lender pursuant to the purchase option described in the Mezzanine Intercreditor Agreement; and provided, further that the Mortgage Loan is purchased within 120 days of the date on which the applicable purchase option notice was given to the Mezzanine Lender; provided, that for the avoidance of doubt, if there are one or more purchase option notices that are delivered subsequent to the initial purchase option notice, as long as the event that resulted in the first purchase option notice has, within the 120 day period from the date the applicable purchase option notice was given to the Mezzanine Lender, ceased, been cured, been waived by the Servicer or Special Servicer in writing, or otherwise is no longer in effect, such 120-day period shall commence on the date of any subsequent purchase option notice given to the Mezzanine Lender; (iv) a purchase of the Trust Loan, a Companion Loan or the Foreclosed Property by the Controlling Class Representative or

 

 



    37


     


    

 

any affiliate thereof, if such purchase occurs within 90 days after the later of (x) the date on which the Special Servicer first delivers to the Controlling Class Representative for its approval the initial Asset Status Report and (y) the date on which the Special Servicing Loan Event that triggered the Asset Status Report occurred; or (v) the Trust Loan or Foreclosed Property with respect to which a Loss of Value Payment is made as contemplated by Section 2.9 of this Agreement unless the Loan Seller does not make the particular Loss of Value Payment with respect to the Trust Loan until after more than 180 days following its receipt of notice or discovery of the Material Breach or Material Document Defect that gave rise to the payment of the particular Loss of Value Payment.  Further notwithstanding the above, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Property shall be offset by any Modification Fees collected or earned by the Special Servicer within the prior 24 months (determined as of the closing date of the work-out or liquidation as to which the subject Work-out Fee or Liquidation Fee became payable) in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee.

 

“Liquidation Fee Rate”:  A rate equal to 1.00% (100 basis points).

 

“Liquidation Proceeds”: (i) Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or the Certificate Administrator in connection with the liquidation of the Property, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff or other liquidation of the Mortgage Loan (other than amounts required to be paid to the Borrower Parties pursuant to law or the terms of the Mortgage Loan Agreement), including the proceeds of any full, partial or discounted payoff of the Mortgage Loan (exclusive of any portion of such payoff or proceeds that represents Default Interest or late payment charges) and (ii) any Loss of Value Payments paid by a Loan Seller pursuant to Section 2.9 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 Loan Seller).

 

“Loan”:  As defined in the Mortgage Loan Agreement.

 

“Loan Seller”:  CREFI and its successors in interest.

 

“Loan Seller Sub-Servicer”:  A Sub-Servicer required to be retained by the Servicer by a Loan Seller, as listed on Exhibit U to this Agreement, or any successor thereto.

 

“Loss of Value Payment”:  As defined in Section 2.9(g) 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 3.4(f) of this Agreement.  The Loss of Value Reserve Fund will be part of the Trust Fund but not part of any Trust REMIC.

 

“Lower-Tier Distribution Account”:  A subaccount of the Distribution Account, which will be an asset of the Trust Fund and the Lower-Tier REMIC.

 

 



    38


     


    

 

“Lower-Tier Distribution Amount”:  As defined in Section 4.1(e).

 

“Lower-Tier Principal Amount”:  With respect to any Uncertificated Lower-Tier Interest at any date, an amount equal to (1) the Original Lower-Tier Principal Amount of such Uncertificated Lower-Tier Interest as specified in the Introductory Statement, less (2) the sum of (a) all amounts deemed distributed with respect to such  Uncertificated Lower-Tier Interest on all previous Distribution Dates pursuant to Section 4.1(c) that represent deemed distributions of principal, and (b) the aggregate amount of Realized Losses or VRR Realized Losses, as applicable, deemed allocated to such Uncertificated Lower-Tier Interest, if any, on all previous Distribution Dates pursuant to Section 4.1(j) or Section 4.1(k), as applicable.  For the avoidance of doubt, the Lower-Tier Principal Amount of any Uncertificated Lower-Tier Interest at any date shall equal the then Certificate Balance of the Class of Related Certificates.

 

“Lower-Tier REMIC”:  One of two separate REMICs comprising the Trust Fund, the assets of which consist of all of the assets of the Trust Fund other than the Loss of Value Reserve Fund and the assets of the Upper-Tier REMIC. 

 

“MAI”:  Members of the Appraisal Institute.

 

“Major Decision”:  Any of the following:

 

(i)            any substitution or release of real property collateral for the Mortgage Loan (other than substitutions or releases of immaterial and non-income producing real property collateral or in connection with a condemnation action) except as expressly permitted by the Mortgage Loan Documents;

 

(ii)           any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or, if Lender consent is required, any consent to such waiver or consent to a transfer of the Property or interests in the Borrower, other than any such transfer or incurrence of debt as may be effected without the consent of the Lender under the Mortgage Loan Documents;

 

(iii)          any transfer of the Property or any portion of the Property, or any transfer of any direct or indirect ownership interest in the Borrower to the extent the lender’s consent under the Mortgage Loan Documents is required, except in each case as expressly permitted by the Mortgage Loan Documents, or in connection with a pending or threatened condemnation;

 

(iv)          any consent to incurrence of additional debt by the Borrower or mezzanine debt by a direct or indirect parent of the Borrower, including modification of the terms of any document evidencing or securing any such additional debt and of any intercreditor or subordination agreement executed in connection therewith and any waiver of or amendment or modification to the terms of any such document or agreement, in each case to the extent the mortgagee’s approval is required by the Mortgage Loan Documents;

 

(v)           approval of the termination or replacement of the Property Manager and/or modification, waiver or amendment of the Management 

 

 



    39


     


    

 

Agreement, subordination, non-disturbance and attornment agreement or recognition agreement, in each case, to the extent the mortgagee’s approval is required by the Mortgage Loan Documents;

 

(vi)         any proposed or actual foreclosure upon or comparable conversion (which shall include acquisitions of Foreclosed Property) of the ownership of the Property;

 

(vii)         any amendment, modification or waiver, or any consent to an amendment, modification or waiver, of any monetary term (other than late fees and Default Interest but including, without limitation, the timing of payments and the acceptance of discounted pay-offs) or material non-monetary term of the Mortgage Loan or any extension of the Maturity Date of the Mortgage Loan;

 

(viii)        following a default with respect to the Mortgage Loan or a Mortgage Loan Event of Default, any exercise of remedies, including the acceleration of the Mortgage Loan or initiation of judicial, bankruptcy or similar proceedings under the Mortgage Loan Documents or with respect to the Borrower or the Property;

 

(ix)          any sale of the Trust Loan or any Foreclosed Property for less than the Repurchase Price;

 

(x)            any determination to bring the Property or any Foreclosed Property into compliance with applicable environmental laws or to otherwise address hazardous material located at the Property or any Foreclosed Property;

 

(xi)           (A) any modification, waiver or amendment of the Mezzanine Intercreditor Agreement or any other intercreditor agreement, participation agreement or similar agreement with any mezzanine lender or subordinate debt holder related to the Mortgage Loan, or (B) an action to enforce rights with respect thereto;

 

(xii)         [Reserved];

 

(xiii)        any acceptance of an assumption agreement releasing the Borrower, the Guarantor or other obligor from liability under the Mortgage Loan or the Mortgage Loan Documents other than pursuant to the specific terms of such Mortgage Loan Documents and for which there is no Lender discretion;

 

(xiv)        any proposed modification or waiver of any provision of the Mortgage Loan Documents governing the type, nature or amount of insurance coverage required to be obtained and maintained by the Borrower;

 

(xv)         any determination of an Acceptable Insurance Default under the Mortgage Loan Documents;

 

 



    40


     


    

 

(xvi)        the execution, termination or renewal of any lease or ground lease, to the extent Lender approval is required under the Mortgage Loan Documents and to the extent such lease constitutes a “material lease” under the Mortgage Loan Documents, including entering into any subordination, non-disturbance and attornment agreement with respect to such “material lease”;

 

(xvii)       approval of casualty or condemnation settlements, any determination to apply casualty or condemnation proceeds or awards to the reduction of the Mortgage Loan debt rather than to Property restoration;

 

(xviii)      any adoption or implementation of the Annual Budget;

 

(xix)         the voting on any plan of reorganization, restructuring or similar plan in the bankruptcy of a Borrower;

 

(xx)          the exercise of the rights and powers granted under the Mezzanine Intercreditor Agreement (or any other intercreditor agreement referenced in clause (xi) above) to the “Senior Lender” or such other similar term as may be set forth therein and/or the “Servicer” referred to therein, if and to the extent such rights or powers affect the priority, payments, consent rights or security interest with respect to the “Senior Lender” or such other similar term;

 

(xxi)         any determination by the Servicer or the Special Servicer to transfer the Mortgage Loan to the Special Servicer with respect to any default or Mortgage Loan Event of Default which is anticipated but has not yet occurred;

 

(xxii)        the approval of, engagement or retention of any property improvement plan consultant and the approval of any work or reserve estimates by any property improvement plan consultant;

 

(xxiii)       any enforcement of any cure right or the exercise of any remedies under the management agreement, subordination and non-disturbance, recognition agreement or similar agreement related thereto; and

 

(xxiv)       the amendment or other modification of any Condominium Document (as defined in the Mortgage Loan Agreement) or Regulatory Agreement (as defined in the Mortgage Loan Agreement), to the extent the Lender approval is required under the Mortgage Loan Documents.

 

“Major Decision Reporting Package”:   With respect to any Major Decision, (a) a written report prepared by the Special Servicer describing in reasonable detail (i) the background and circumstances requiring action of the Special Servicer, (ii) the proposed course of action recommended, and (iii) information regarding any direct or indirect conflict of interest in the subject action, provided, that such written report may, in the discretion of the Special Servicer, be in the form of an Asset Status Report as long as the items set forth in clauses (i) through (iii) are contained therein, and (b) all information in the Special Servicer’s possession that is reasonably requested by the party receiving such Major Decision Reporting Package in order for 



    41


     


    

 

such party to exercise any consultation or consent rights available to such party under this Agreement.

 

“Majority Controlling Class Certificateholders”:  The Holder(s) or Beneficial Owner(s) of Certificates representing more than 50% of the Certificate Balance of the Controlling Class.

 

“Management Agreement”: As defined in the Mortgage Loan Agreement.

 

“Material Breach”:  As defined in the Trust Loan Purchase Agreement.

 

“Material Document Defect”:  As defined in the Trust Loan Purchase Agreement.

 

“Maturity Date”:  As defined in the Mortgage Loan Agreement.

 

“Mezzanine Borrowers”:  As defined in the Mortgage Loan Agreement.

 

“Mezzanine Intercreditor Agreement”:  The intercreditor agreement dated as of December 12, 2019, between the Lender and the Mezzanine Lender, relating to the rights of the Lender and the Mezzanine Lender with respect to the Mortgage Loan and the Mezzanine Loan, as the same may amended, restated, replaced, supplemented or modified from time to time in accordance with the terms thereof.

 

“Mezzanine Lender”:  As defined in the Mortgage Loan Agreement.

 

“Mezzanine Loan Agreement”:  As defined in the Mortgage Loan Agreement.

 

“Mezzanine Loan”:  As defined in the Mortgage Loan Agreement.

 

“Modification Fees”:  With respect to the Mortgage Loan, any and all fees collected from the Borrowers with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing) agreed to by the Servicer or the Special Servicer, other than (a) any Consent Fees, assumption fees, assumption application fees or defeasance fees, and (b) any Liquidation Fee, Work-out Fee or Special Servicing Fee.  All Modification Fees collected or earned by the Special Servicer within the prior 24 months (determined as of the closing date of the work-out or liquidation as to which the subject Work-out Fee or Liquidation Fee became payable) in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan shall offset any Work-out Fees or Liquidation Fees payable with respect to the Mortgage Loan or the Property.

 

“Monthly Debt Service Payment”:  With respect to each Payment Date, a payment equal to the amount of interest which has accrued on the Mortgage Loan, the Trust Loan or any Companion Loan during the preceding Mortgage Loan Interest Accrual Period computed at the applicable Interest Rate.

 

“Monthly Interest Payment Advance”:  Any advance made by the Servicer or the Trustee in respect of the Trust Loan pursuant to Section 3.23(a) or 3.23(c) as applicable.  Each



    42


     


    

 

reference to the reimbursement or payment of a Monthly Interest Payment Advance will be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Interest Rate, compounded annually, through the date preceding the date of payment or reimbursement.

 

“Moody’s”:  Moody’s Investors Service, Inc., or its successor-in-interest.

 

“Morningstar”: Morningstar Credit Ratings, LLC, or its successor in interest.

 

“Mortgage”:  Individually or collectively, as the context may require, each “Security Instrument” as defined in the Mortgage Loan Agreement.

 

“Mortgage Loan”:  As defined in the Introductory Statement hereto.

 

“Mortgage Loan Agreement”:  As defined in the Introductory Statement hereto.

 

“Mortgage Loan Documents”:  All documents executed or delivered by the Borrower Parties evidencing, securing or guarantying the Mortgage Loan and any amendment thereof or thereafter or subsequently added to the Mortgage Loan File, including without limitation the Mortgage Loan Agreement.

 

“Mortgage Loan Event of Default”:  An “Event of Default” as defined under the Mortgage Loan Documents.

 

“Mortgage Loan File”:  As defined in Section 2.1(b) and any additional documents required to be added to the Mortgage Loan File pursuant to this Agreement.

 

“Mortgage Loan Interest Accrual Period”:  With respect to any Payment Date, the period commencing on (and including) the 6th day of each month and ending on (and including) the 5th day of the following calendar month; except that the Mortgage Loan Interest Accrual Period, if any, that would otherwise commence before and end after the Maturity Date will end on the Maturity Date.

 

“Net Foreclosure Proceeds”:  With respect to each related Foreclosed Property, the Foreclosure Proceeds with respect to such related Foreclosed Property net of any insurance premiums, taxes, assessments, ground rents and other costs permitted to be paid therefrom pursuant to Section 3.14.

 

“Net Investment Earnings”:  With respect to any Investment Account for any period from any Distribution Date to the immediately succeeding Remittance 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 Fund 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 3.8.

 

“Net Liquidation Proceeds”:  The excess of Liquidation Proceeds received with respect to the Property or the Mortgage Loan over the amount of Liquidation Expenses incurred with respect thereto.

 

 



    43


     


    

 

“Net Mortgage Rate”:   With respect to the Trust Loan (including if the Property becomes a Foreclosed Property), a per annum rate equal to the Interest Rate with respect to the Trust Loan Notes, minus the Administrative Fee Rate.

 

 “Net Proceeds”:  As defined in the Mortgage Loan Agreement.

 

 “Nondisqualification Opinion”:  An Opinion of Counsel, prepared at the Trust’s expense and payable from the Collection Account, that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) a “prohibited transaction” or “prohibited contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates are outstanding.

 

“Nonrecoverable Advance”:  Any Advance (or portion thereof) previously made and not previously reimbursed, or proposed to be made, including interest on such Advance (or portion thereof), which, in accordance with Accepted Servicing Practices (in the case of the Servicer and the Special Servicer) or good faith and reasonable business judgment (in the case of the Trustee) would not be ultimately recoverable from subsequent payments or collections (including Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds) in respect of the Property, any Foreclosed Property or the Mortgage Loan or from funds on deposit in the Collection Account.  The Trustee may rely conclusively upon a determination of non-recoverability made by the Servicer or the Special Servicer.  In making a non-recoverability determination, the Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled to consider (among other things) the items set forth in the second sentence of Section 3.23(e).

 

“Non-Book Entry Certificates”:  As defined in Section 5.2(c).

 

“Non-Reduced Certificates”:   As of any date of determination, any Class of Principal Balance Certificates then outstanding for which (a)(1) the Initial Certificate Balance of such Class of Certificates minus (2) the sum (without duplication) of (x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of such Class of Certificates as of such date of determination, (y) any Appraisal Reduction Amounts then allocated to such Class of Certificates as of such date of determination and (z) any Realized Losses or VRR Realized Losses, as applicable, previously allocated to such Class of Certificates as of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the Initial Certificate Balance of such Class of Certificates less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of that Class of Certificates as of such date of determination.

 

“Non-Restricted Privileged Person”:  Any Privileged Person other than (i) a Borrower Restricted Party, (ii) an affiliate of a Borrower Restricted Party, (iii) an agent of one or more of the foregoing individuals or entities, or (iv) any other Person that delivers an Investor Certification substantially in the form of Exhibit K-2.

 

“Non-U.S. Beneficial Ownership Certification”:  As defined in Section 5.3(f).

 

“Non-U.S. Tax Person”:  A Person that is not a U.S. Tax Person.

 

“Non-U.S. Securities Person”:  A person that is not a U.S. Securities Person.

 



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“Non-Vertically Retained Certificates”:  The Non-Vertically Retained Regular Certificates and the Class R Certificates, collectively.

 

“Non-Vertically Retained Percentage”:  A percentage equal to 100% less the VRR Percentage.

 

“Non-Vertically Retained Principal Balance Certificates”:   The Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates, collectively.

 

“Non-Vertically Retained Regular Certificates”:  The Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class G Certificates, collectively.

 

“Non-Vertically Retained Yield Maintenance Premium”As defined in Section 4.3(a).

 

“Note”:  As defined in the Introductory Statement.

 

“Note Splitter Agreement”: That certain First Amendment to Loan Agreement and Note Splitter Agreement, dated as of February 18, 2020, between CREFI as lender, and the Borrowers, as the same may be further amended, restated, supplemented or otherwise modified from time to time, subject to the terms thereof.

 

“Notional Amount”:  In the case of the Class X Certificates, the Class X Notional Amount.

 

“NRSRO”: Any “nationally recognized statistical rating organization” or “credit rating affiliate” thereof, as each such term is used in Rule 17g-5 of the Exchange Act including, but not limited to, the Rating Agencies.

 

“NRSRO Certification”: A certification in the form of Exhibit M executed by a NRSRO (other than any Rating Agency) in favor of the 17g-5 Information Provider that states that such NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e) and that such NRSRO will keep any information obtained from the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website 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 or the 17g-5 Information Provider’s Website.

 

“Offering Circular”:  The Offering Circular, dated February 21, 2020 for the Certificates.

 

“Officer’s Certificate”:  A certificate signed by (i) the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President (however denominated), the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Servicing Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Depositor, CREFI or any other entity referred to herein, as the case may be, customarily performing functions similar to those performed by any of the above designated officers and also with respect to a particular matter, any other officer to whom such matter is referred because of such

 



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officer’s knowledge of and familiarity with the particular subject and (ii) with respect to the Certificate Administrator and the Trustee, a Responsible Officer.

 

“Opinion of Counsel”:  A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Servicer or the Special Servicer, reasonably acceptable to the Trustee and the Certificate Administrator.

 

“Original Lower-Tier Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, the initial Lower-Tier Principal Amount thereof as of the Closing Date, in each case as specified in the Introductory Statement.

 

“Origination Date”:  December 12, 2019.

 

“Other Asset Representations Reviewer”: Any party acting as “asset representations reviewer” (within the meaning of Item 1101(m) of Regulation AB) under an Other Pooling and Servicing Agreement.

 

“Other Depositor”: With respect to an Other Securitization Trust, the related “depositor” (within the meaning of Item 1101(e) of Regulation AB).

 

“Other Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is 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 filing of Form 8-K, Form 10-D 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”: The pooling and servicing agreement or other comparable agreement governing the creation of any Other Securitization Trust and the issuance of Companion Loan Securities.

 

“Other Securitization Determination Date”: With respect to any Other Securitization Trust, the “determination date” (or any term substantially similar thereto) as defined in the related Other Pooling and Servicing Agreement.

 

“Other Securitization Trust”:  Any “issuing entity” (within the meaning of Item 1101(f) of Regulation AB) that holds any Companion Loan or REO Companion Loan (or any portion thereof or interest therein), as identified in writing to the parties to this Agreement.

 

“Pass-Through Rate”:  With respect to each Class of Non-Vertically Retained Regular Certificates and each Uncertificated Lower-Tier Interest, the per annum rate at which interest accrues on the Certificate Balance, Notional Amount or Lower-Tier Principal Amount, as applicable, of such Class of Non-Vertically Retained Regular Certificates or such Uncertificated Lower-Tier Interest, as the case may be, as set forth in the Introductory Statement.

 

 



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“Payment Date”:  As defined in the Mortgage Loan Agreement.

 

“Percentage Interest”:  As to any Certificate, the percentage interest evidenced thereby in distributions required to be made with respect to the related Class.  With respect to any Certificate (other than a Class R Certificate), the percentage interest is equal to the initial certificate balance or notional amount of such Certificate divided by the initial Certificate Balance or Notional Amount of the related Class.  With respect to the Class R Certificates, the percentage specified on the Certificate held by the Holder of such Certificate.

 

“Performing Mortgage Loan”:  The Mortgage Loan when no Special Servicing Loan Event has occurred and is continuing.

 

“Permitted Encumbrances”:  As defined in the Mortgage Loan Agreement.

 

“Permitted Investments”:  Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business Day preceding the date upon which such funds are required to be drawn (provided that funds invested by the Certificate Administrator in Permitted Investments managed or advised by the Certificate Administrator may mature on the Distribution Date) and a maximum maturity of 365 days, regardless of whether issued by the Depositor, the Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency and Companion Loan Rating Agency shall have provided a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates and Companion Loan Securities:

 

(i)   obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or any agency or instrumentality thereof; provided such obligations are backed by the full faith and credit of the United States of America including, without limitation, obligations of:  the U.S. Treasury (all direct or fully guaranteed obligations), the Farmers Home Administration (certificates of beneficial ownership), the General Services Administration (participation certificates), the U.S. Maritime Administration (guaranteed Title XI financing), the Small Business Administration (guaranteed participation certificates and guaranteed pool certificates), the U.S. Department of Housing and Urban Development (local authority bonds) and the Washington Metropolitan Area Transit Authority (guaranteed transit bonds); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;

 

(ii)  Federal Housing Administration debentures;

 

(iii) obligations of the following United States government sponsored agencies:  Federal Home Loan Mortgage Corp. (debt obligations), the Farm 

 

 



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Credit System (consolidated system wide bonds and notes), the Federal Home Loan Banks (consolidated debt obligations), the Federal National Mortgage Association (debt obligations), the Financing Corp. (debt obligations), and the Resolution Funding Corp. (debt obligations); provided, however, that the investments described in this clause must (A) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject to liquidation prior to their maturity;

 

(iv)   federal funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any bank, the obligations of which are rated in the highest short-term debt rating category of Moody’s and no less than the Applicable Fitch Permitted Investment Rating by Fitch and the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar (or, in each case, if not rated by such Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency Confirmation from such Rating Agency);  provided, however, that the investments described in this clause must (x) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (y) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (z) such investments must not be subject to liquidation prior to their maturity;

 

(v)    demand and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings and loan association or savings bank, the obligations of which are rated no less than the Applicable Moody’s Permitted Investment Rating by Moody’s, the Applicable Fitch Permitted Investment Rating by Fitch and the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar (or, in each case, if not rated by such Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency Confirmation from such Rating Agency);  provided, however, that the investments described in this clause must (x) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (y) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (z) such investments must not be subject to liquidation prior to their maturity;

 

(vi)   debt obligations issued by an entity, the obligations of which are rated no less than the Applicable Moody’s Permitted Investment Rating by Moody’s, the Applicable Fitch Permitted Investment Rating by Fitch and the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar (or, in each case, if not rated by such Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency 

 

 



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Confirmation from such Rating Agency);  provided, however, that the investments described in this clause must (x) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (y) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (z) such investments must not be subject to liquidation prior to their maturity;


 

(vii)  commercial paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof), issued by an entity, the obligations of which are rated no less than the Applicable Moody’s Permitted Investment Rating by Moody’s, the Applicable Fitch Permitted Investment Rating by Fitch and the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar (or, in each case, if not rated by such Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency Confirmation from such Rating Agency);  provided, however, that the investments described in this clause must (x) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (y) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (z) such investments must not be subject to liquidation prior to their maturity;

 

(viii) units of money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset value per share, so long as such funds are rated by Moody’s, Fitch and DBRS Morningstar, in each case in its highest money market fund ratings category;

 

(ix) any other demand, money market or time deposit, demand obligation or any other obligation, security or investment with respect to which Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from each Rating Agency and Companion Loan Rating Agency; and

 

(x)  such other demand, money market or time deposit, demand obligation or any other obligation, security or investment 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) – (ix) above, with respect to which a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, has been obtained from each Rating Agency and Companion Loan 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, demand obligation or any other obligation, security or investment;

 

provided, however, that such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return in the nature of interest and that no instrument or security shall be a Permitted Investment if (i) such instrument or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest payments

 

 



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derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment, (iii) the rating for such instrument or security includes an “r” designation or (iv) if such instrument may be redeemed at a price below the purchase price; and provided, further, that no amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier 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 Servicer receives an Opinion of Counsel, at the expense of the party directing such Permitted Investment, to the effect that such investment will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC.  Permitted Investments may not be purchased at a price in excess of par.

 

“Permitted Special Servicer/Affiliate Fees”:  Any commercially reasonable treasury management fees, banking fees, insurance commissions and fees, and property condition report fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to the Trust Loan, any Companion Loan or any Foreclosed Property, subject to the terms and provisions of this Agreement (including Section 3.17).

 

“Permitted Transferee”:  Any Person or agent of such Person other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar based upon 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 may cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Tax Person, (d) any partnership if any of its interests are (or under the partnership agreement are permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Tax Person or (e) a U.S. Tax Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Tax Person.

 

“Person”:  Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

 

“Plan”:  As defined in Section 5.3(n).

 

“Plan Fiduciary”: As defined in Section 5.3(o).

 

“Prepayment”:  Any payment of principal made by a Borrower with respect to the Mortgage Loan that is received in advance of its scheduled Payment Date, whether voluntary, by reason of the acceleration of the maturity of the Mortgage Loan or otherwise.

 

“Prepayment Interest Shortfall”:  With respect to any Distribution Date, if the Mortgage Loan was subject to a Prepayment in full or in part during the related Collection Period, which Prepayment was applied to the Mortgage Loan prior to the Payment Date in such Collection Period, the amount of interest, net of the Servicing Fee and any Default Interest, to the

 



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extent not collected from the Borrowers, that would have accrued on the Mortgage Loan on the amount of such Prepayment during the period commencing on the date as of which such Prepayment was applied to the unpaid principal balance of the Mortgage Loan and ending on the last day of the Mortgage Loan Interest Accrual Period corresponding to such Payment Date, inclusive.

 

“Principal Balance Certificates”:  The Class A, Class B, Class C, Class D, Class E, Class F, Class G and Class VRR Certificates, collectively.

 

“Principal Distribution Amount”:  With respect to any Distribution Date and all the Classes of Non-Vertically Retained Principal Balance Certificates, the sum of (i) the Non-Vertically Retained Percentage of the Total Current Principal Collection Amount for such Distribution Date, and (ii) the amount, if any, by which the Principal Distribution Amount for the immediately preceding Distribution Date exceeds the amount actually distributed on the Non-Vertically Retained Principal Balance Certificates in respect of principal on the immediately preceding Distribution Date.

 

“Privileged Information”: Any (i) correspondence or other communications between the Controlling Class Representative or the Risk Retention Consultation Party, on the one hand, and the Special Servicer (or the Servicer, Trustee and/or Certificate Administrator), on the other hand, related to the Mortgage Loan following a Special Servicing Loan Event or the exercise of the consent or consultation rights of the Controlling Class Representative or the consultation rights of the Risk Retention Consultation Party under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably determined (and has identified in writing as privileged or confidential information) could compromise the Trust’s position in any ongoing or future negotiations with the Borrowers or other interested party, and (iii) legally privileged information; provided that the summary of any Final Asset Status Report prepared pursuant to Section 3.10(h) is deemed not to be Privileged Information (although no such summary shall be made available to any Borrower Restricted Party, any Borrower, the Property Manager, any Affiliate of a Borrower or Property Manager or any agent of any of the foregoing).

 

“Privileged Information Exception”:   With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, arbitration parties, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is (in the case of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee, as evidenced by written advice of counsel (which will be an additional expense of the Trust) delivered to each of the Servicer, the Special Servicer, the Controlling Class Representative, the Certificate Administrator and the Trustee) required by law, rule, regulation, order, judgment or decree to disclose such information.

 

 



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“Privileged Person”: The Depositor and its designees, the Initial Purchasers, the Risk Retention Consultation Party, the Servicer, the Special Servicer, the Controlling Class Representative (but only during any CCR Control Period and any CCR Consultation Period), the Trustee, the Certificate Administrator, any Companion Loan Holder that delivers an Investor Certification, any person who provides the Certificate Administrator with an Investor Certification relating to access to information, any Rating Agency and any NRSRO that delivers an NRSRO Certification to the Certificate Administrator. For purposes of receiving any information or report from the Certificate Administrator’s Website, other than Distribution Date Statements only, any Borrower Restricted Party shall be deemed to not be a “Privileged Person.”

 

“Property”:  As defined in the Mortgage Loan Agreement.

 

“Property Management Agreement”:  A “Management Agreement” as defined in the Mortgage Loan Agreement.

 

“Property Manager”:  A “Manager” as defined in the Mortgage Loan Agreement.

 

“Property Protection Advances”:  As defined in Section 3.23(b).

 

“PTCE”:  Prohibited Transaction Class Exemption.

 

“Qualified Bidder”:  As defined in Section 7.2.

 

“Qualified Manager”: As defined in the Mortgage Loan Agreement.

 

“Qualified Certificate Administrator”:  An institution (i) that is 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, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (ii) that is insured by the Federal Deposit Insurance Corporation, and (iii) whose long term senior unsecured debt is rated at least “Baa1” by Moody’s, “BBB+” by Fitch and, if rated by DBRS Morningstar, an equivalent rating from DBRS Morningstar (or such other rating with respect to which the Rating Agencies have each provided a Rating Agency Confirmation).

 

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

 

“Qualified Mortgage”: A “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, without regard to the rule of Treasury Regulation Section 1.860G-2(f)(2) which causes a defective mortgage loan 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 special servicers in this Agreement (including, without limitation, the requirements of Section 6.4(a)(i)), and (ii) is not a Borrower Restricted Party.

 



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“Qualified Trustee”:  An institution (i) that is 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, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (ii) that is insured by the Federal Deposit Insurance Corporation, (iii) whose long term senior unsecured debt is rated at least (a) “A” by Fitch (provided that the Trustee will not become ineligible to serve if the Trustee maintains a Fitch rating of at least “BBB” as long as it has a rating on its short-term debt obligations of at least “F1” by Fitch and the Servicer has a rating on its long-term senior unsecured debt of at least “A+” by Fitch) and (b) “A(low)” by DBRS Morningstar (or such other rating with respect to which the Rating Agencies have each provided a Rating Agency Confirmation), and neither Fitch nor DBRS Morningstar has withdrawn, qualified or downgraded its rating of securities in a commercial mortgage loan securitization as a result of the performance by the Trustee, and (iv) that is not an Affiliate of the Servicer or the Special Servicer.

 

“Rated Final Distribution Date”:  With respect to the Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class G Certificates, the Distribution Date in December 2041.  The Class R Certificates do not have a Rated Final Distribution Date.

 

“Rating Agency”:  Each of Fitch and DBRS Morningstar.

 

“Rating Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by a Rating Agency that a proposed action, failure to act or other event specified in this Agreement or the Mortgage Loan Documents shall 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 such Rating Agency); provided that if a written waiver or other acknowledgment (which may be in electronic form) is received from a Rating Agency indicating its decision not to review the matter for which the Rating Agency Confirmation is sought, then the requirement to obtain Rating Agency Confirmation for such matter at such time shall be deemed to have been satisfied with respect to such Rating Agency.

 

“Rating Agency Inquiry”:  As defined in Section 4.5(d).

 

“Rating Agency Q&A Forum and Document Request Tool”:  As defined in Section 4.5(d).

 

“Realized Loss”:  With respect to any Distribution Date, the amount, if any, by which (A) the aggregate of the Certificate Balances of the Non-Vertically Retained Principal Balance Certificates after giving effect to distributions made on such Distribution Date, exceeds (B) the product of (1) the Non-Vertically Retained Percentage and (2) the outstanding principal balance of the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) immediately following the related Determination Date after giving effect to (a) any payments and other collections of principal received with respect to the Trust Loan during the Collection Period related to such Distribution Date and (b) any reduction of the principal balance of the Trust Loan that has been permanently made during the Collection



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Period related to such Distribution Date as a result of a bankruptcy proceeding, modification or otherwise.

 

“Record Date”:  With respect to any Class of Certificates for any Distribution Date, the last Business Day of the calendar month immediately preceding the calendar month in which such Distribution Date occurs; provided, that, in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date.

 

“Regular Certificates”:  The Class A, Class X, Class B, Class C, Class D, Class E, Class F, Class G and Class VRR Certificates, collectively.

 

“Regulation AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 229.1125, as such rules 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, in each case as effective from time to time as of the compliance dates specified therein. Each of the parties hereto acknowledge that the Regulation AB provisions herein shall be construed as if the Certificates were publicly registered and reporting were required at all times.

 

“Regulation S”:  Regulation S under the Act.

 

“Regulation S Global Certificate”:  As defined in Section 5.2(a).

 

“Regulatory Agencies”:   The Office of the Comptroller of the Currency; the Board of Governors of the Federal Reserve System; the Federal Deposit Insurance Corporation; the Federal Housing Finance Agency; the Securities and Exchange Commission; and the Department of Housing and Urban Development.

 

“Related Certificates” and “Related Uncertificated Lower-Tier Interest”:  For each of the following Uncertificated Lower-Tier Interests, the related Class of Certificates set forth below, and for each of the following Classes of Certificates, the related Uncertificated Lower-Tier Interest set forth below.

 



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Related Certificates 

	
Related Uncertificated 
Lower-Tier Interest


	
Class A Certificates

	
Class LA 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 VRR Certificates

	
Class LVRR Uncertificated Interest




 

“Release Price”: As defined in the Mortgage Loan Agreement.

 

“Relevant Action”:  As defined in Section 3.27(b) of this Agreement.

 

“Relevant Distribution Date”:  With respect to any Significant Obligor with respect to an Other Securitization Trust, the “Distribution Date” (or an analogous concept) under the related Other Pooling and Servicing Agreement.

 

“REMIC”:  A “real estate mortgage investment conduit” within the meaning of Section 860D of the Code.

 

“REMIC Provisions”:  Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A through 860G of the Code.

 

“Remittance Date”:  With respect to any Distribution Date, the Business Day immediately preceding such Distribution Date; provided that, solely for purposes of remittances and the delivery of monthly reports (including, without limitation, CREFC® Reports) with respect to any Companion Loan held by an Other Securitization Trust, the Remittance Date shall be the Business Day following the later of (A) the related Other Securitization Determination Date and (B) the Payment Date.

 

“Rents from Real Property”:  With respect to any Foreclosed Property, gross income of the character described in Section 856(d) of the Code.

 

“REO Companion Loan”:  Any Companion Loan while the Property is a Foreclosed Property, as described in Section 3.12(g).

 

“REO Management Fee”:  As to the Property when it is a Foreclosed Property, a fee payable out of the Foreclosed Property Account to the Successor Manager for managing the Property while it is owned by the Trust, which shall be reasonable and customary in the market in which the Property is located.

 



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“REO Mortgage Loan”:  The Mortgage Loan while the Property is a Foreclosed Property, as described in Section 3.12(g).

 

“REO Trust Loan”:  The Trust Loan while the Property is a Foreclosed Property, as described in Section 3.12(g).

 

“Reportable Event”:  As defined in Section 13.6 of this Agreement.

 

“Reporting Servicer”:  The Servicer, the Special Servicer or a Servicing Function Participant engaged by any such party, as the case may be.

 

“Repurchase Price”:  (a) With respect to the Trust Loan (or portion of the Foreclosed Property allocable to the Trust Loan), an amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Trust Loan less any portion of any Loss of Value Payment then on deposit in the Loss of Value Reserve Fund allocable to pay principal of the Trust Loan (or REO Trust Loan), (ii) accrued and unpaid interest on the Trust Loan at the Interest Rate for the Trust Loan (exclusive of Default Interest) to and including the last day of the related Mortgage Loan Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed Property Protection Advances and Administrative Advances together with interest on Advances, (iv) an amount equal to all interest on outstanding Monthly Interest Payment Advances, (v) any unpaid Trust Fund Expenses and (vi) any other expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator arising out of the enforcement of the repurchase obligation, including, without limitation, Liquidation Fees to the extent set forth in the definition of “Liquidation Fee”; provided, that the amount set forth above shall exclude any amount not allocable to the Trust Loan in accordance with the Co-Lender Agreement, and (b) with respect to the Mortgage Loan (or the Foreclosed Property), an amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Mortgage Loan, (ii) accrued and unpaid interest on the Mortgage Loan at the Interest Rate for the Mortgage Loan (exclusive of Default Interest) to and including the last day of the related Mortgage Loan Interest Accrual Period in which the applicable purchase is to occur, (iii) unreimbursed Property Protection Advances and Administrative Advances together with interest on Advances, (iv) an amount equal to all interest on outstanding Monthly Interest Payment Advances, (v) any unpaid Trust Fund Expenses and (vi) any other expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator arising out of the enforcement of the repurchase obligation, if applicable, including Liquidation Fees to the extent set forth in the definition of “Liquidation Fee”. No Liquidation Fee shall be paid by the Loan Seller in connection with a repurchase of the Trust Loan due to a Material Breach or a Material Document Defect pursuant to the Trust Loan Purchase Agreement (so long as such repurchase occurs within the cure period required under the Trust Loan Purchase Agreement).

 

“Repurchase Request”:  As defined in Section 2.2(d).

 

“Repurchase Request Recipient”:  As defined in Section 2.2(d).

 

“Requesting Holders”:  As defined in Section 3.7(f).

 

“Requesting Party”:  As defined in Section 3.27.

 



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“Required Advance Amount”:  With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Interest Payment Advance (taking into account any Appraisal Reduction Amount as of such Distribution Date) that would be required to be made with respect to the Trust Loan on the related Remittance Date by the Servicer had the Borrowers not made any portion of the Monthly Debt Service Payment (or Assumed Monthly Interest Payment) for the related Payment Date or Assumed Payment Date less (b) the aggregate compensation payable on such Remittance Date to the Servicer in respect of the Servicing Fee, to the Certificate Administrator in respect of the Trustee/Certificate Administrator Fee (including the portion thereof that is the Trustee Fee) and CREFC® in respect of the CREFC® Licensing Fee.

 

“Reserve Accounts”:  One or more accounts required to be established pursuant to the terms of the Mortgage Loan Agreement for the purposes of holding the reserve funds.

 

“Residual Ownership Interest”:  Any record or beneficial interest in the Class R Certificates.

 

“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 also, 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 Global Transaction Services group, with direct responsibility for the administration of this Agreement and also, 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, and in the case of any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose name and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Trustee or the Certificate Administrator, as applicable, as such list may from time to time be amended.

 

“Restricted Holder”:  Any Certificateholder, beneficial owner of a Certificate or prospective purchaser of a Certificate (whether legally, beneficially or otherwise) or any other Person that, in each case, is a holder of a related mezzanine loan (or any Affiliate, manager or agent thereof) or an owner of any interest in any related mezzanine loan (whether legally, beneficially or otherwise, including as a holder of a note evidencing a related mezzanine loan, a holder of a participation interest in a related mezzanine loan or a beneficial owner of any interest in a related mezzanine loan or any securities collateralized by a related mezzanine loan) (a) as to which an event of default has occurred under such mezzanine loan giving rise to an automatic acceleration of such mezzanine loan or the right of the lender thereunder to accelerate such mezzanine loan or (b) as to which foreclosure proceedings against the related collateral have been initiated.

 

“Restricted Period”:  As defined in Section 5.2(a).

 

“Retained Servicing Fee Rate”:  Subject to Section 7.2, an amount agreed to by the Servicer and any successor Servicer on a Servicing-Retained Bid.

 



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“Retaining Party”:  CREFI, acting as the initial Holder of the Class VRR Certificates,  and any successor Holder(s) of the Class VRR Certificates.

 

“Retaining Sponsor”:   CREFI, acting as retaining sponsor as such term is defined under Rule 2 of the U.S. Credit Risk Retention Rules.

 

“Reverse Sequential Order”:  With respect to the allocation of Realized Losses to the respective Classes of Non-Vertically Retained Principal Balance Certificates on any Distribution Date, to the Class G, Class F, Class E, Class D, Class C, Class B and Class A Certificates, in that order, until such Realized Loss is allocated in full.

 

“Risk Retention Consultation Party”:   The party selected by CREFI.  The Certificate Administrator shall promptly provide the name and contact information for the initial Risk Retention Consultation Party upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Certificate Administrator.  The other parties hereto shall be entitled to assume, without independent investigation or verification, that the identity of the Risk Retention Consultation Party has not changed until such parties receive written notice of (including the identity of and contact information for) a replacement of the Risk Retention Consultation Party from CREFI. The initial Risk Retention Consultation Party shall be CREFI. The Risk Retention Consultation Party shall not be a Borrower Restricted Party.  For the avoidance of doubt, there may not be more than one Risk Retention Consultation Party.

 

“Rule 144A”:  As defined in Section 5.2(b).

 

“Rule 144A Global Certificate”:  As defined in Section 5.2(b).

 

“Rule 15Ga-1 Notice”:  As defined in Section 2.2(d).

 

“S&P”:  S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors in interest.

 

“Security Agreement”:  As defined in the Mortgage Loan Agreement.

 

“Senior Note”:  As defined in the Preliminary Statement.

 

“Senior Trust Note”:  As defined in the Preliminary Statement.

 

“Sequential Order”:  The following priorities (in each case subject to reduction based on any reduction in Available Funds): (i) with respect to payments in respect of interest on the Classes of Non-Vertically Retained Regular Certificates on any Distribution Date, first to the Class A and Class X Certificates, pro rata, based on the interest entitlement of each such Class of Certificates with respect to such Distribution Date, then to the Class B, Class C, Class D, Class E, Class F and Class G Certificates, in that order, in each case until the interest payable to each such Class is paid in full; (ii) with respect to payments in respect of principal on, or any Realized Losses reimbursable to, the Classes of Non-Vertically Retained Principal Balance Certificates on any Distribution Date, to the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates, in that order, in each case until the principal payable or the Realized

 



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Losses reimbursable to each such Class is paid or reimbursed in full; (iii) with respect to payments of interest allocated to the Trust Loan on any Payment Date, first, to the Senior Trust Note and, then, to the Junior Trust Note; and (iv) with respect to payments of principal allocated to the Trust Loan on any Payment Date, first, to the Senior Trust Note and, then, to the Junior Trust Note, in each case under clauses (iii) and (iv), until the principal or interest payable to each such Trust Loan Note is paid in full.

 

“Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as servicer, or if any successor Servicer is appointed as herein provided, such successor Servicer.

 

“Servicer Customary Expense”:  As defined in Section 3.17.

 

“Servicer Termination Event”:  As defined in Section 7.1(a).

 

“Service(s)”or “Servicing”:  In accordance with Regulation AB, the act of servicing, managing and administering the Mortgage Loan or any assets of the Trust by an entity (other than the Certificate Administrator or the Trustee) that meets the definition of “servicer” set forth in Item 1101 of Regulation AB and is subject to the disclosure requirements set forth in Item 1108 of Regulation AB.  For clarification purposes, any uncapitalized occurrence of this term shall have the meaning commonly understood by participants in the commercial mortgage-backed securities industry.

 

“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 L hereto.

 

“Servicing Fee”:  With respect to the Mortgage Loan, the Trust Loan, any Companion Loan, any REO Mortgage Loan, any REO Trust Loan and any REO Companion Loan, a fee payable monthly to the Servicer pursuant to Section 3.17, that will accrue at the Servicing Fee Rate, computed on the basis of the same principal amount, on the same interest accrual basis, and for the same Interest Accrual Period respecting which any related interest payment on the Mortgage Loan is (or would have been) computed. For the avoidance of doubt, the Servicing Fee will be deemed payable from the Lower-Tier REMIC.

 

“Servicing Fee Rate”:  (i) With respect to the Trust Loan, 0.0025% (0.25 basis points) per annum and (ii) with respect to any Companion Loan, 0.00125 % (0.125 basis points) per annum.

 

“Servicing Function Participant”:  Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, that is performing activities that address the Applicable Servicing Criteria as of any date of determination.

 

“Servicing Officer”:  Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Mortgage Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee and the Certificate Administrator on the Closing Date by the Servicer or the Special Servicer, as



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applicable, in the form of an Officer’s Certificate, as such list may from time to time be amended.

 

“Servicing Personnel”:  As defined in Section 6.5.

 

“Servicing-Retained Bid”:  As defined in Section 7.2(b).

 

“Significant Obligor”:  As defined in Section 13.10.

 

“Significant Obligor NOI Quarterly Filing Deadline”:  With respect to each calendar quarter (other than the fourth calendar quarter of any calendar year) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following the date by which the Borrower is required to deliver quarterly financial statements to the lender under the Mortgage Loan Agreement in connection with such calendar quarter.

 

“Significant Obligor NOI Yearly Filing Deadline”:  With respect to each calendar year and each Significant Obligor, the date that is the 90th day after the end of such calendar year.

 

“Special Notice”:  As defined in Section 5.6.

 

“Special Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, in its capacity as special servicer, or its successor-in-interest, or if any successor Special Servicer is appointed as herein provided, such successor Special Servicer.

 

“Special Servicer Customary Expenses”: As defined in Section 3.17.

 

“Special Servicer Termination Event”:  As defined in Section 7.1(a).

 

“Special Servicing Fee”:  With respect to the Specially Serviced Mortgage Loan or REO Mortgage Loan, a fee payable monthly to the Special Servicer equal to an amount computed on the basis of the same principal amount, in the same manner and for the same period respecting which any related interest payment on such Specially Serviced Mortgage Loan is (or would have been) computed, at a rate of 0.25% (25 basis points) per annum, until all Special Servicing Loan Events no longer exist.  Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Special Servicer under this Agreement.  For the avoidance of doubt, the Special Servicing Fee will be deemed payable from the Lower-Tier REMIC.

 

“Special Servicing Loan Event”:  With respect to the Trust Loan or any Companion Loan, (i) the Borrower has not made two consecutive Monthly Debt Service Payments (and has not cured at least one such delinquency by the next Payment Date under the Mortgage Loan Documents) in respect of the Trust Loan or any Companion Loan; (ii) the Servicer and/or the Trustee has made two consecutive Monthly Interest Payment Advances with respect to the Trust Loan (regardless of whether such Monthly Interest Payment Advances have been reimbursed); (iii) the Borrowers fail to make the Balloon Payment when due, and the Borrowers have not delivered to the Servicer, on or before the due date of such Balloon Payment, a written and binding (a) refinancing commitment, (b) letter of intent or (c) term sheet, in each



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case from an acceptable lender, or a signed purchase agreement from an acceptable purchaser, in each case reasonably satisfactory in form and substance to the Servicer which provides that a refinancing or sale of the Property shall occur within 120 days after the date on which such Balloon Payment becomes due (provided that a Special Servicing Loan Event shall occur if either (x) such refinancing or sale, as applicable, does not occur before the expiration of the time period for refinancing or sale, as applicable, specified in such binding commitment, letter of intent, term sheet or purchase agreement or (y) the Servicer and/or the Trustee is required to make a Monthly Interest Payment Advance at any time prior to such refinancing or sale, as applicable); (iv) the Servicer has received notice that a Borrower has become the subject debtor of any bankruptcy, insolvency or similar proceeding, admitted in writing the inability to pay its debts as they come due or made an assignment for the benefit of creditors; (v) the Servicer has received notice of a foreclosure or threatened foreclosure of any lien on the Property; (vi) the Borrower has expressed in writing to the Servicer an inability to pay the amounts owed under the Mortgage Loan in a timely manner, (vii) in the judgment of the Servicer (consistent with Accepted Servicing Practices and during a CCR Control Period, with consent of the Controlling Class Representative unless the Servicer determines that the Controlling Class Representative’s withholding of consent is contrary to Accepted Servicing Practices), a default in the payment of principal or interest under the Trust Loan or any Companion Loan is reasonably foreseeable; or (viii) a default under the Trust Loan or any Companion Loan of which the Servicer has notice (other than a failure by the Borrowers to pay principal or interest) and that materially and adversely affects the interests of the Certificateholders or Companion Loan Holders has occurred and remains unremedied for the applicable grace period specified in the Mortgage Loan Documents (or, if no grace period is specified, 60 days); provided, that a Special Servicing Loan Event shall cease (a) with respect to the circumstances described in clauses (i), (ii) and (iii) above, when the Borrowers have brought the Mortgage Loan current and with respect to clauses (i) and (ii) above, thereafter made three consecutive full and timely Monthly Debt Service Payments on the Trust Loan or Companion Loan, as applicable, in each case, including pursuant to the work-out of the Mortgage Loan, or (b) with respect to the circumstances described in clauses (iv), (v), (vi), (vii) and (viii) above, when such circumstances cease to exist in the judgment of the Special Servicer (consistent with Accepted Servicing Practices); provided, in any case, that at that time no other circumstance exists (as described above) that would constitute a Special Servicing Loan Event; provided, further, that if a Special Servicing Loan Event exists with respect to the Trust Loan or any Companion Loan, it shall be considered to exist with respect to the entire Mortgage Loan.

 

“Specially Serviced Mortgage Loan”:  The Mortgage Loan during the occurrence of a Special Servicing Loan Event.

 

“Startup Day”:  As defined in Section 12.1(c).

 

“Subaccounts”:  As defined in the Mortgage Loan 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 industry) of the Mortgage Loan but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to the Mortgage Loan under the direction or authority of the Servicer (or a Sub-Servicer of the Servicer), the

 



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Special Servicer (or a Sub-Servicer of the Special Servicer) or an Additional Servicer (or a Sub-Servicer of an Additional Servicer).

 

“Sub-Servicer”:  Any Person that (i) Services the Mortgage Loan on behalf of the Servicer, Special Servicer or any Sub-Servicer and (ii) is responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of all or a material portion of the Servicing functions required to be performed by the Servicer, the Special Servicer, a Servicing Function Participant or an Additional Servicer, under this Agreement, with respect to the Mortgage Loan, that are identified in Item 1122(d) of Regulation AB.

 

“Successful Bidder”:  As defined in Section 7.2(b).

 

“Successor Manager”:  Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trustee for the benefit of the Trust and the Companion Loan Holders, to serve as manager of a Foreclosed Property, which designation, as evidenced by written confirmation from each Rating Agency, shall not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates by such Rating Agency.

 

“Temporary Regulation S Global Certificate”:  As defined in Section 5.2(a).

 

“Terminated Party”:  As defined in Section 7.1(e).

 

“Terminating Party”:  As defined in Section 7.1(e).

 

“Total Current Principal Collection Amount”:  For each Distribution Date, the aggregate of all amounts collected during the related Collection Period in respect of, or otherwise allocable to, principal of the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan), including, without limitation, in the form of Prepayments, the principal portion of the Balloon Payment, the principal portion of any Repurchase Price or Loss of Value Payment and any Net Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds, income from a Foreclosed Property allocable to the Trust Loan or any other amounts received in respect of principal on the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during the related Collection Period. 

 

“Transaction Parties”:  As defined in Section 5.3(o).

 

“Transferee Affidavit”:  As defined in Section 5.3(p)(ii).

 

“Transferor Letter”:  As defined in Section 5.3(p)(ii).

 

“Trust”:  The trust formed pursuant to this Agreement to be designated Citigroup Commercial Mortgage Trust 2020-555.

 

“Trust Fund”:  The corpus of the Trust created by this Agreement, consisting of (i) the Trust Notes together with (to the extent that the documents, agreements and instruments therein evidence, secure, guarantee or otherwise relate to the Trust Loan) the Mortgage Loan File relating thereto (and excluding the original Companion Loan Notes); (ii) all scheduled and unscheduled payments on or collections in respect of the Trust Notes; (iii) any Foreclosed

 



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Property; (iv) all revenues received in respect of any Foreclosed Property (exclusive of any portion thereof payable to the Companion Loan Holders); (v) the Servicer’s, Special Servicer’s and the Trustee’s rights under the insurance policies with respect to the Property required to be maintained pursuant to this Agreement and any proceeds thereof (exclusive of any portion thereof payable to the Companion Loan Holders); (vi) to the extent they secure, guarantee or otherwise relate to the Trust Loan, any Collateral Security Documents; (vii) to the extent they secure, guarantee or otherwise relate to the Trust Loan, any indemnities or guaranties given as additional security for the Trust Notes; (viii) all funds (exclusive of any portion thereof payable to the Companion Loan Holders) deposited in the Collection Account, the Interest Reserve Account, the Distribution Account and the Yield Maintenance Premiums Distribution Account, including any reinvestment income thereon (except as otherwise provided herein); (ix) to the extent they secure, guarantee or otherwise relate to the Trust Loan, any environmental indemnity agreements relating to the Property; (x) the rights and remedies of the Depositor under the Trust Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof); (xi) to the extent they secure, guarantee or otherwise relate to the Trust Loan, the security interest in the Reserve Accounts granted pursuant to Section 2.1; (xii) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC; (xiii) the Uncertificated Lower-Tier Interests; (xiv) the Loss of Value Reserve Fund; and (xv) the proceeds of any of the foregoing.

 

“Trust Fund Expenses”:  Any unanticipated expenses and certain other default-related expenses incurred by the Trust and/or the Trust Fund (including, without limitation, all Advance Interest and all Borrower Reimbursable Trust Fund Expenses, to the extent not reimbursed by any Borrower Party) and all other amounts (such as indemnification payments, but excluding the Servicing Fee and the Trustee/Certificate Administrator Fee) permitted to be retained, reimbursed or withdrawn by (or remitted to) the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, from the Collection Account, a Foreclosed Property Account or the Distribution Account pursuant to this Agreement.

 

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

 

“Trust Loan Note”:  As defined in the Preliminary Statement.

 

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

 

“Trustee”: Wilmington Trust, National Association, in its capacity as trustee, or if any successor Trustee is appointed as herein provided, such Trustee.

 

“Trustee/Certificate Administrator Fee”: With respect to any Distribution Date, will be an amount payable monthly from amounts received in respect of the Trust Loan  allocable to interest (other than Default Interest) and will accrue at the Trustee/Certificate Administrator Fee Rate, calculated on the basis of a 360-day year and the actual number of days in the related Interest Accrual Period and computed on the basis of the same principal amount, in the same manner and for the same period respecting which any related interest payment on the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) is computed, using the same interest accrual basis as the Trust Loan.  A portion of the Trustee/Certificate Administrator Fee, namely the Trustee Fee, will be payable to the Trustee. 

 



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For the avoidance of doubt, the Trustee/Certificate Administrator Fee will be deemed to be payable from the Lower-Tier REMIC.

 

“Trustee/Certificate Administrator Fee Rate”:  A rate of 0.014% (1.40 basis points) per annum, which is inclusive of the Trustee Fee Rate.

 

 “Trustee Fee”:  The portion of the Trustee/Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee pursuant to Section 8.5 in an amount agreed to between the Trustee and Certificate Administrator. The Certificate Administrator is responsible for the payment of the Trustee Fee.

 

“Trustee Fee Rate”:  The per annum rate at which the Trustee Fee is calculated.

 

“Trust REMIC”:  Each of the Lower-Tier REMIC and the Upper-Tier REMIC.

 

“Uncertificated Lower-Tier Interest”:  Any of the Class LA, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LVRR Uncertificated Interests.

 

“Underwriter Exemption”:  Prohibited Transaction Exemption 91-23 (April 18, 1991), granted to a predecessor of Citigroup Global Markets Inc., as most recently amended by Prohibited Transaction Exemption 2013-08 (July 9, 2013), and as may be further amended by the Department of Labor from time to time.

 

“Uninsured Cause”:  Any cause of damage to property of the Borrower Parties subject to the Mortgage such that the complete restoration of such property is not fully reimbursable (but without regard to any applicable deductible provisions) by any insurance policy required to be maintained with respect thereto pursuant to the terms of the Mortgage Loan Documents or this Agreement.

 

“Unscheduled Payments”:  With respect to any Distribution Date, all payments and collections received with respect to the Mortgage Loan or upon foreclosure or liquidation of the Property (net of related foreclosure expenses and Liquidation Expenses) during the related Collection Period including, but not limited to, prepayments due to acceleration of the Mortgage Loan, Net Liquidation Proceeds, Net Proceeds, Net Foreclosure Proceeds, Condemnation Proceeds, Insurance Proceeds, voluntary prepayments and other payments and collections on such Mortgage Loan not scheduled to be received, other than Monthly Debt Service Payments, the Balloon Payment or Yield Maintenance Premiums.

 

“Upper-Tier Distribution Account”:  A subaccount of the Distribution Account, which will be an asset of the Trust Fund and the Upper-Tier REMIC.

 

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

 

“U.S. Credit Risk Retention Rules”:   The final credit risk retention rule issued by the Securities and Exchange Commission (appearing at 17 CFR § 246.1, et seq.) that adopted the joint final rule promulgated by the Regulatory Agencies (appearing at 79 F.R. 77601; pages

 



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77740-77766) to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Regulatory Agencies in the adopting release (79 FR 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

 

 “U.S. Securities Person”:  A “U.S. person” within the meaning of Rule 902(k) under the Act.

 

“U.S. Tax Person”:  A Person that is (i) a citizen or resident alien of the United States, (ii) a corporation, partnership (except as provided in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes, (iii) an estate whose income is subject to United States federal income tax regardless of the source of its income, (iv) 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 a U.S. Tax Person) and (v) any other Person that is disregarded as separate from its owner for U.S. federal income tax purposes and whose owner is described in clauses (i) through (iv) above.

 

“Voting Rights”:  The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates.  At any time that any Certificates are outstanding the Voting Rights shall be allocated among the respective Classes of Certificates as follows: (1)(x) except as described in subclause (y) of this clause (1), 2% to the Class X Certificates (for so long as the Notional Amount of such Class has not been reduced to zero), or (y) 0% to the Class X Certificates in the case of votes pertaining to terminating and replacing the Special Servicer as described in Section 7.1 and (2) in the case of any Class of Principal Balance Certificates, a percentage equal to the product of (x) the percentage of Voting Rights remaining after allocations in clause (1) above, and (y) a fraction (expressed as a percentage), the numerator of which is equal to the Certificate Balance (and in connection with any vote to terminate or replace the Special Servicer under this Agreement following the termination of a CCR Control Period, taking into account any notional reductions in the Certificate Balances for Appraisal Reduction Amounts allocated to the Certificates) of the Class, determined as of the prior Distribution Date, and the denominator of which is equal to the Certificate Balance (and in connection with any vote to terminate or replace the Special Servicer under this Agreement following the termination of a CCR Control Period, taking into account any notional reductions in the Certificate Balances for Appraisal Reduction Amounts allocated to the Certificates) of all Classes of Principal Balance Certificates, in each case determined as of the prior Distribution Date.  The Voting Rights of any Class of Certificates shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests.  The Class R Certificates shall not be entitled to any Voting Rights.

 



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“VRR Allocation Percentage”:   A percentage equal to the VRR Percentage divided by the Non-Vertically Retained Percentage. 

 

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

 

“VRR Interest”:   The “single vertical security” (within the meaning of the U.S. Credit Risk Retention Rules) issued under this Agreement as a regular interest in the Upper- Tier REMIC with the Initial Certificate Balance set forth in the Introductory Statement and representing the right to receive the VRR Percentage of all Yield Maintenance Premiums available for distribution and distributions of interest, principal and VRR Realized Loss reimbursements equal to the VRR Allocation Percentage of all interest, principal and Realized Loss reimbursements distributable on the Non-Vertically Retained Regular Certificates. The VRR Interest is collectively evidenced by the Class VRR Certificates.

 

“VRR Interest Distribution Amount”:   With respect to any Distribution Date, an amount equal to the product of (A) the VRR Allocation Percentage and (B) the aggregate amount of interest distributed on the Non-Vertically Retained Regular Certificates pursuant to clauses first, fourth, seventh, tenth, thirteenth, sixteenth and nineteenth of Section 4.1(a) on such Distribution Date.

 

“VRR Interest Transfer Restriction Period”:   With respect to the VRR Interest, the period from the Closing Date to the earlier of: (i) the date that is latest of (A) the date on which the unpaid principal balance of the Trust Loan has been reduced to 33% of the unpaid principal balance of the Trust Loan as of the Cut-off Date, (B) the date on which the aggregate outstanding Certificate Balance of the Principal Balance Certificates has been reduced to 33% of the aggregate outstanding Certificate Balance of the Principal Balance Certificates as of the Closing Date, or (C) two (2) years after the Closing Date; and (ii) in the sole discretion of the Retaining Sponsor and the Depositor, the date on which the provisions of the U.S. Credit Risk Retention Rules applicable to the Retaining Sponsor, the Retaining Parties and the securitization transaction contemplated by this Agreement are repealed in their entirety or are otherwise eliminated and the Retaining Sponsor and the Depositor have determined that such repeal or elimination renders the U.S. Credit Risk Retention Rules in its entirety inapplicable (and that there are no other risk retention requirements under the Dodd-Frank Act that would be applicable) to the securitization transaction contemplated by this Agreement.

 

“VRR Percentage”:  A fraction, expressed as a percentage, the numerator of which is the initial Certificate 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.

 

“VRR Principal Distribution Amount”:   With respect to any Distribution Date, an amount equal to the product of (A) the VRR Allocation Percentage and (B) the aggregate amount of principal distributed on the Non-Vertically Retained Principal Balance Certificates pursuant to clauses second, fifth, eighth, eleventh, fourteenth, seventeenth and twentieth of Section 4.1(a). 

 

“VRR Realized Loss”:  With respect to any Distribution Date, the amount, if any, by which (i) the Certificate Balance of the VRR Interest, after giving effect to distributions of

 



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principal made on such Distribution Date, exceeds (ii) the VRR Percentage of the outstanding principal balance of the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) immediately following the related Determination Date after giving effect to (a) any payments and other collections of principal received with respect to the Trust Loan during the Collection Period related to such Distribution Date and (b) the aggregate reductions of the principal balance of the Trust Loan that have been permanently made during the Collection Period related to such Distribution Date as a result of a related bankruptcy proceeding, modification or otherwise.

 

“VRR Yield Maintenance Premium”:  As defined in Section 4.3(b).

 

“Withheld Amounts”:   As defined in Section 3.3(b).

 

“Work-out Fee”:  A fee payable to the Special Servicer pursuant to Section 3.17 equal to 1.00% (100 basis points) of each payment of principal and interest (other than Default Interest) made on the Mortgage Loan following resolution of a Special Servicing Loan Event by a written agreement with the Borrowers negotiated by the Special Servicer for so long as another Special Servicing Loan Event does not occur.

 

“Yield Maintenance Premium”:  As defined in the Mortgage Loan Agreement.

 

“Yield Maintenance Premiums Distribution Account”:  The account created and maintained by the Certificate Administrator pursuant to Section 3.5(d).

 

1.2       Interpretation.  (a)  Whenever this Agreement refers to a Distribution Date and a “related” Collection Period, Interest Accrual Period or Payment Date, such reference shall be to the Collection Period, Interest Accrual Period or Payment Date, as applicable, most recently ended prior to or immediately preceding, as applicable, such Distribution Date.

 

(b)        Whenever this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference shall be to the Pass-Through Rate for the applicable Class for the related Interest Accrual Period.

 

(c)        The words “hereof”, “herein”, and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise specified.

 

(d)        Interest on the Non-Vertically Retained Regular Certificates shall be calculated on a 30/360 Basis.

 

(e)        The terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other gender.

 

(f)         With respect to any indemnification provisions in this Agreement providing that the Trust is to indemnify a party hereto, or that a party hereto is required to indemnify the Trust or another party hereto, for costs, fees and



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expenses, such costs, fees and expenses include reasonable attorney’s fees and expenses related to the enforcement of such indemnity.

 

1.3 
     Certain Calculations in Respect of the Mortgage Loan.  (a) All amounts
collected by or on behalf of the Trust in respect of the Mortgage Loan in the form of payments from or on behalf of the
Borrower Parties, any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds or any Repurchase Price or indemnity
payments as contemplated by Section 2.9 shall be applied to amounts due and
owing under the Mortgage Loan Documents (including, without limitation, for principal and accrued and unpaid interest)
in accordance with the express provisions of the Mortgage Loan Documents; provided, however, in the absence
of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion and in
any event for purposes of calculating distributions hereunder after the occurrence and during the continuance of a Mortgage
Loan Event of Default, all such amounts collected shall be deemed to be applied:  first, as a recovery of any
related and unreimbursed Property Protection Advances and Administrative Advances plus interest accrued thereon and,
if applicable, unreimbursed Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Work-out Fees
previously paid by the Trust from general collections); second, as a recovery of Nonrecoverable Advances or interest
thereon to the extent previously reimbursed from principal collections with respect to the Mortgage Loan, to the extent not
paid pursuant to clause first above; third, as a recovery of accrued and unpaid interest first, on the Senior
Trust Note and on the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts,
and then on the Junior Trust Note, in that order, in each case the extent of the excess, if any, of (i) accrued and
unpaid interest at the respective Interest Rates (without giving effect to the Default Rate) to, but not including, the date
of receipt by or on behalf of the Trust (or, in the case of a full Monthly Debt Service Payment from or on the behalf of
the Borrower Parties, for the related Mortgage Loan Interest Accrual Period), over (ii) the sum of (x) the cumulative
amount of the reductions (if any) in the amount of the related Monthly Interest Payment Advances for the Mortgage Loan that
have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts and (y) with
respect to any accrued and unpaid interest that was not advanced due to a determination that the related Monthly Interest
Payment Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of
nonrecoverability preventing such Monthly Interest Payment Advance from being made) would not have been advanced because of
the reductions in the amount of the related Monthly Interest Payment Advances for the Mortgage Loan that would have occurred
in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of
accrued and unpaid interest pursuant to clause fifth below on earlier dates); fourth, as a recovery of
principal of the Mortgage Loan then due and owing, including by reason of acceleration of the Mortgage Loan following a
Mortgage Loan Event of Default (or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its
entire remaining unpaid principal balance) with any such recovery of principal to be applied, in the following order: (i)
first, pro rata, to the reduction of the outstanding principal balance of the Senior Trust Note and Companion Loan
Notes; and (ii) second, to the reduction of the outstanding principal balance of the Junior Trust Note, in each case based on
the relative principal balances of such Notes; fifth, as a recovery of accrued and unpaid interest first, on the
Senior Trust Note and on the Companion Loan Notes, on a pro rata, basis based on their respective unpaid principal
amounts, and then, on the Junior Trust Note, in that order, in each case, to the extent of the cumulative amount of the
reductions (if any) in the amount of the 

 



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related Monthly Interest Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such Monthly Interest Payment Advances not having been made as a result of a determination that such Monthly Interest Payment Advances would have been Nonrecoverable Advances (to the extent collections have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates); sixth, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, ground rent and insurance premiums and similar items; seventh, as a recovery of any other reserves to the extent then required to be held in escrow; eighth, as a recovery of any assumption fees and Modification Fees then due and owing under the Mortgage Loan; ninth, as a recovery of any Yield Maintenance Premium then due and owing under the Mortgage Loan; tenth, as a recovery of any Default Interest or late charges then due and owing under the Mortgage Loan; and eleventh, as a recovery of any other amounts then due and owing under the Mortgage Loan; provided, that, to the extent required under the REMIC Provisions, if any payments or proceeds are received with respect to any release of the Property or any partial release of the Property (including following a condemnation) and if, immediately following such release, the loan-to-value ratio of the Trust Loan (excluding the value of personal property and going concern value, if any) exceeds 125%, then such payments or proceeds shall be allocated to reduce the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions.

 

In connection with the foregoing, if the terms of the Mortgage Loan are modified (x) by the Special Servicer in connection with a work-out or proposed work-out of the Mortgage Loan or (y) otherwise as part of a bankruptcy or other proceeding, such that (i) the Mortgage Loan principal balance is decreased, (ii) the applicable interest rate on the Mortgage Loan is reduced, (iii) payments of interest or principal on the Mortgage Loan are waived, reduced or deferred or (iv) any other adjustment is made to any of the payment terms of the Mortgage Loan, then all payments and other collections with respect to the Mortgage Loan will be deemed applied (for purposes of making distributions on the Certificates) as though such work-out did not occur, with the payment terms of the Mortgage Loan and each related Note remaining the same as they are on the Closing Date, and (for purposes of making distributions on the Certificates and allocating Realized Losses to the Non-Vertically Retained Principal Balance Certificates) the full economic effect of all waivers, reductions or deferrals of amounts due on the Mortgage Loan attributable to such work-out is required to be borne, first, by the Junior Trust Note, and then, by the Senior Trust Note and the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts.

 

(b)        Collections by or on behalf of the Trust in respect of the Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) shall be applied to the amounts due and owing on the Mortgage Loan (which will be deemed to remain outstanding) in the following order of priority (and for the following purposes):  first, as a recovery of any related and unreimbursed Property Protection Advances and Administrative Advances plus interest accrued thereon and, if applicable, unreimbursed Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Work-out Fees previously paid by the Trust from general collections); second, as a recovery of Nonrecoverable Advances or interest

 



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thereon to the extent previously reimbursed from principal collections with respect to the Mortgage Loan; third, as a recovery of accrued and unpaid interest first, on the Senior Trust Note and on the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Note, in that order, in each case to the extent of the excess of (i) accrued and unpaid interest at the respective Interest Rates (without giving effect to the Default Rate) through the end of the related Mortgage Loan Interest Accrual Period corresponding to the Payment Date in the Collection Period in which such collections were received, over (ii)  the sum of (x) the cumulative amount of the reductions (if any) in the amount of the related Monthly Interest Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts and (y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related Monthly Interest Payment Advance would be a Nonrecoverable Advance, the amount of interest that (absent such determination of nonrecoverability preventing such Monthly Interest Payment Advance from being made) would not have been advanced because of the reductions in the amount of the related Monthly Interest Payment Advances for the Mortgage Loan that would have occurred in connection with related Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below or clause fifth of Section 1.3(a) on earlier dates); fourth, as a recovery of principal of the Mortgage Loan to the extent of its entire unpaid principal balance with any such recovery of principal to be applied, in the following order: (i) first, pro rata, to the reduction of the outstanding principal balance of the Senior Trust Note and the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts; and (ii) second, to the reduction of the outstanding principal balance of the Junior Trust Note; fifth, as a recovery of accrued and unpaid interest, first on the Senior Trust Note and on the Companion Loan Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Junior Trust Note on, in that order, in each case the extent of the cumulative amount of the reductions (if any) in the amount of the Monthly Interest Payment Advances for the Mortgage Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such Monthly Interest Payment Advances not having been made as a result of a determination that such Monthly Interest Payment Advances would have been Nonrecoverable Advances (to the extent that collections have not theretofore been applied as a recovery of accrued and unpaid interest pursuant to this clause fifth or clause fifth of Section 1.3(a) on earlier dates); sixth, as a recovery of any Yield Maintenance Premium then due and owing under the Mortgage Loan; seventh, as a recovery of any Default Interest then deemed to be due and owing under the Mortgage Loan; and eighth, as a recovery of any other amounts deemed to be due and owing in respect of the Mortgage Loan.

 

(c)        All net present value calculations and determinations made under this Agreement with respect to the Trust Loan, the Companion Loans, the Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate the Special Servicer determines in accordance with Accepted Servicing Practices is appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Mortgage Loan, the Trust Loan or the Companion Loans, as applicable, or the sale of the Mortgage Loan, the Trust Loan or any Companion Loan, as applicable, if it is a defaulted loan the higher of (1) the rate determined by the Special

 



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Servicer that approximates the market rate that would be obtainable by the Borrowers on similar debt of the Borrowers as of such date of determination and (2) the applicable Interest Rate, and (ii) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).

 

2.         DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES

 

2.1       Creation and Declaration of Trust; Conveyance of the Trust Loan.  (a) The Depositor, concurrently with the execution and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the Trustee for the benefit of Certificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including without limitation (i) all rights and remedies of the Depositor under the Trust Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC.  Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan.  Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise relating to the Trust Loan.

 

It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Seller will retain the rights under, and receive the benefit of, any securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Section 9.3 of the Mortgage Loan Agreement.

 

(b)        The Trust Loan Purchase Agreement provides that the Loan Seller shall deliver to, and deposit with the Certificate Administrator (or a Custodian appointed by it), in each case, to the extent not already in the possession of the Certificate Administrator (or a Custodian appointed by it), with copies to the Servicer, (i) on or prior to the Closing Date, each of the original executed Note A-1 and the original executed Note B, endorsed on its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee on behalf of the Holders of Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555” or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the Loan Seller), (ii) on or before the Closing Date, copies of the Co-Lender Agreement and the Companion Loan Notes, and (iii) on or before the date occurring 10 days after the

 



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Closing Date (the “Delivery Date”), the following documents or instruments (each, if not defined in this Agreement, as defined in the Mortgage Loan Agreement) with respect to the Mortgage Loan (collectively with the documents specified under clauses (i) and (ii) above, the “Mortgage Loan File”), in each case executed by the parties thereto:

 

(A)       the original Mortgage Loan Agreement, and including all amendments thereto;

 

(B)       the original or certified copy, as applicable, of the Mortgage, with evidence of recording thereon (to the extent a recorded copy has been returned to Seller), and, if the Mortgage was executed pursuant to a power of attorney, a certified true copy of the power of attorney certified by the public recorder’s office, with evidence of recording thereon (if recording is customary in the jurisdiction in which such power of attorney was executed) or certified by a title insurance company or escrow company to be a true copy thereof;

 

(C)       the original or certified copy, as applicable, of the Assignment of Leases, with evidence of recording thereon (to the extent a recorded copy has been returned to Seller), and, if the Assignment of Leases was executed pursuant to a power of attorney, a certified true copy of the power of attorney certified by the public recorder’s office, with evidence of recording thereon (if recording is customary in the jurisdiction in which such power of attorney was executed) or certified by a title insurance company or escrow company to be a true copy thereof;

 

(D)       the original Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording in the jurisdiction in which the Property is located to “Wilmington Trust, National Association, as Trustee on behalf of the Holders of Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555 and the holders of the Companion Loans, as their interests may appear”, without recourse;

 

(E)       the original assignment of Assignment of Leases, in favor of the Trustee, and in a form that is complete and suitable for recording in the jurisdiction in which the Property is located to “Wilmington Trust, National Association, as Trustee on behalf of the Holders of Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555 and the holders of the Companion Loans, as their interests may appear”, without recourse;

 

(F)       an original of the Guaranty;

 

(G)       an original of the Environmental Indemnity;

 

(H)       an original of the Deposit Account Agreement;

 

(I)         where applicable, a copy of each UCC-1 financing statement (the original of which shall have been sent for filing), together with a fully completed

 



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UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and other UCC collateral constituting security for repayment of the Mortgage Loan;

 

(J)        the lender’s title insurance policy obtained in connection with the origination or modification of the Trust Loan (or marked, signed commitments to insure or pro forma title insurance policy), together with any endorsements thereto;

 

(K)       a copy of any letter of credit relating to the Mortgage Loan and any related assignment thereof (with the original to be delivered to the Servicer);

 

(L)       the original or a copy of the Ground Lease, together with any estoppels from the related ground lessors;

 

(M)      a copy of the Mezzanine Loan Agreement, including all amendments thereto, and an original of the Mezzanine Intercreditor Agreement;

 

(N)       a copy of the Management Agreement;

 

(O)       an original of the Assignment of Management Agreement;

 

(P)       an original of the Security Agreement;

 

(Q)       an original assignment of all unrecorded Mortgage Loan Documents, in favor of the Trustee; and

 

(R)       a copy of any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.

 

If the Loan
Seller cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (B), (C), (D), (E)
and (I) above with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a
delay caused by the public filing or recording office where such document or instrument has been delivered for filing or
recordation, or because the timing of the Delivery Date is such that it would not be feasible to obtain such documents from
such public filing or recording office in sufficient time to meet the delivery requirements of this Section 2.1(b),
or because the original document was lost after recordation, the delivery requirements of this Section 2.1(b)
shall be deemed to have been satisfied on a provisional basis as of the Delivery Date as to such non-delivered document or
instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage Loan 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 Loan Seller to be a true and complete copy of the original
thereof submitted for filing or recording) is delivered to the Certificate Administrator (or any Custodian appointed by it),
with copies to the Servicer, on or before the Delivery Date, and either the original of such non-delivered document or
instrument (if available), or a photocopy thereof (certified by the appropriate public filing or recording office, in the
case of the 

 



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documents and/or instruments referred to in clauses (B), (C), (D), (E) and (I)  above, to be a true and complete copy of the original thereof submitted for filing or recording), with evidence of filing or recording thereon, is delivered to the Certificate Administrator (or any Custodian appointed by it), with copies to the Servicer, within 180 days of the Closing Date (or within such longer period, not to exceed 18 months, after the Closing Date as the Loan Seller shall reasonably require, so long as the Loan Seller is, as certified in writing to the Certificate Administrator no less often than every 90 days, commencing on the 180th day from the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original or photocopy).

 

In addition, the Loan Seller shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto then due and payable (which may consist of such policies or certificates).

 

The parties hereto acknowledge that the Trust Loan Purchase Agreement provides that (1) the Mortgage, Assignment of the Mortgage, Assignment of Leases, assignment of Assignment of Leases, assignment of a Collateral Security Document (to the extent such documents are required to be recorded or filed) and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall be filed or recorded, as applicable, by the Loan Seller (or a third party on its behalf), with instructions to return all such recorded documents, or other evidences of filing issued by the applicable governmental offices, to the Certificate Administrator (or a Custodian appointed by it), with a copy to the Servicer, and (2) all recording fees relating to the initial recordation of such documents and/or instruments shall be paid by the Loan Seller.  In the event that any such document is determined to be defective or not to be in compliance with the requirements of the applicable filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the Loan Seller is to promptly prepare a substitute document, and shall cause each such document to be duly submitted for filing or recording, as applicable.  Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, assignment of Assignment of Leases, or assignment of a Collateral Security Document, if applicable, after any has been recorded, the obligations of the Loan Seller under the Trust Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Certificate Administrator (or a Custodian appointed by it) of a copy of such Mortgage, Assignment of Mortgage, Assignment of Leases, assignment of Assignment of Leases or assignment of a Collateral Security Document, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof.

 

In the event that any letter of credit is delivered by the Borrowers under the Mortgage Loan Documents, the Servicer shall hold the original of such letter of credit on behalf of the Trust and the Companion Loan Holders and deliver a copy of such letter of credit to the Certificate Administrator (or a Custodian appointed by it).

 

The ownership of the Trust Notes, the Mortgage, the Collateral Security Documents and all other contents of the Mortgage Loan File shall be vested in the Trust or the Trustee in trust for the benefit of the Certificateholders and, except for the Trust Notes, for the

 



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benefit of the Companion Loan Holders.  The Depositor, the Servicer and the Special Servicer agree to take no action inconsistent with the Trustee’s ownership of the Trust Loan and to promptly indicate to all inquiring parties that the Trust Loan has been sold and to claim no ownership interest in the Trust Loan.  All original documents relating to the Mortgage Loan that are not delivered to the Certificate Administrator (or a Custodian appointed by it) are and shall be held by the Depositor, the Servicer or the Special Servicer, as the case may be, in trust for the benefit of the Certificateholders, and the Companion Loan Holders (except the original Companion Loan Notes shall be held by the Companion Loan Holders or their designees). In the event that any such original document is required pursuant to the terms of this Section 2.1(b) to be a part of a Mortgage Loan File, such document shall be delivered promptly to the Certificate Administrator (or a Custodian appointed by it).

 

2.2       Acceptance by the Trustee and the Certificate Administrator.  (a) By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and the Certificate Administrator declares that it holds and shall hold or shall cause to be held such documents as are delivered to it constituting the Mortgage Loan File (to the extent the documents constituting the Mortgage Loan File are actually delivered to it) in trust, upon the conditions herein set forth, for the use and benefit of all present and future Certificateholders and the Companion Loan Holders.

 

(b)        The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator on behalf of the Trustee that (i) each original Note specified in clause (i) of the definition of “Mortgage Loan File” and all allonges thereto, if any, have been received by the Certificate Administrator or a Custodian appointed by it; and (ii) each such original Note has been reviewed by the Certificate Administrator or a Custodian appointed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the applicable Borrower Party), (B) appears to have been executed and (C) purports to relate to the Mortgage Loan.  The Certificate Administrator (or a Custodian appointed by it) agrees to review or cause to be reviewed the Mortgage Loan File within 30 days after the Closing Date, and to deliver to the Loan Seller, the Depositor, the Servicer and the Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b) have been received, and (B) all documents appear to have been executed, appear on their face to be what they purport to be, purport to be recorded or filed (if and as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Mortgage Loan.  Neither the Certificate Administrator nor any Custodian appointed by it shall have any responsibility for reviewing the Mortgage Loan File except as expressly set forth in this Section 2.2(b).  Neither the Certificate Administrator nor any Custodian appointed by it shall be under any duty or obligation to inspect, review, or examine any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies relate to the Property.

 



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(c)       Upon
the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan Seller, the Servicer
and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon,
within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable
efforts to cause the Loan Seller to (1) repurchase the Trust Loan (or the allocable portion thereof) from the Trust or (2) make
a Loss of Value Payment as described in Section 2.9 in respect of the Trust Loan for losses directly related to such document
deficiency, in each case pursuant to the Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding
anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described
in clause (i) of Section 2.1(b) and the documents described in clauses (iii)(B), (iii)(D) and (iii)(J)
of Section 2.1(b), which Defect shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust
Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect
to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies
under the Trust Loan; (B) defending any claim asserted by any Borrower or third party with respect to the Trust Loan; (C) establishing
the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations.
The Trust’s sole remedy against the Loan Seller in connection with a Material Document Defect is to enforce the repurchase
claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreement.


 


The Certificate
Administrator and the other parties to this Agreement hereby agree that the scope of the Custodian’s review of the Mortgage
Loan File pursuant to this Section 2.2 by the Certificate Administrator (or a Custodian appointed by it) is limited solely
to confirming that the Mortgage Loan File has been received, the Mortgage Loan Documents comprising the Mortgage Loan File appear
regular on their face and such additional information as will be necessary for delivering the certifications required by Section
2.2(b) and Section 2.2(c) of this Agreement. In addition, such review is in no way intended to, nor shall it be used
to, verify the content of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly
be reflected in any offering document. Any review of the Mortgage Loan File by the Certificate Administrator (or a Custodian appointed
by it) and any certification with respect thereto shall not be deemed by the parties to this Agreement to constitute “due
diligence services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2,
respectively, under the Exchange Act. Any recipient of the Certificate Administrator’s certification or a copy thereof by
its receipt thereof is deemed to agree, and each party to this Agreement hereby agrees, that it shall not share such certification
with any NRSRO or any party not addressed on such certification. Notwithstanding the foregoing, nothing in this Section 2.2(c)
shall relieve any party to this Agreement from its obligation to deliver information to the Rating Agencies as required under and
in accordance with the terms of this Agreement.


 


(d)       If
the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a
breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement,
a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a
Repurchase Request, the “Repurchase Request Recipient” with


 






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respect to such Repurchase Request); or (ii) receives
any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded
to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of
such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and
to the Depositor and the Loan Seller, in each case within ten Business Days from such party’s receipt thereof. Each Rule
15Ga-1 Notice may be delivered by electronic means.


 


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


 


A Repurchase Request Recipient
shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney
work product doctrines. The Trust Loan Purchase Agreement shall provide that (i) any Rule 15Ga-1 Notice provided pursuant to this
Section 2.2(d) is so provided only to assist the Loan Seller and Depositor or their respective Affiliates to comply with
Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii)(A)
no action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section
2.2(d) by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right
the Repurchase Request Recipient may have with respect to the Trust Loan Purchase Agreement, including with respect to any Repurchase
Request that is the subject of a Rule 15Ga-1 Notice.


 


In the event that the
Depositor, the Trustee or the Certificate Administrator receives a Repurchase Request, such party shall promptly forward or otherwise
provide written notice of such Repurchase Request to the Servicer (or, if relating to the Trust Loan while a Special Servicing
Loan Event has occurred and is continuing, to the Special Servicer) and include the following statement in the related correspondence:
“This is a “Repurchase Request” under Section 2.2 of the Trust and Servicing Agreement relating to the
Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555 requiring action by
you as the “Repurchase Request Recipient” thereunder.” Upon receipt of such Repurchase Request by the Servicer
or the Special Servicer, as applicable pursuant to the prior sentence, such party shall be deemed to be the Repurchase Request
Recipient in respect of such Repurchase Request, and such party shall comply with the procedures set forth in this Section 2.2(d)
with respect to such Repurchase Request.


 


If the Depositor or a
Responsible Officer of the Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase
Request of which notice has been previously received or given, and such notice was not received from or copied to the Servicer
or the Special Servicer, then such party shall promptly give notice of such withdrawal to the Servicer or the Special Servicer,
as applicable.


 


2.3       Representations
and Warranties of the Trustee. (a) Wilmington Trust, National Association, as Trustee hereby represents and warrants
to the other parties hereto, and


 






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for the benefit of the Certificateholders and the Companion Loan Holders, that as of the Closing
Date:


 


(i)       the
Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United
States; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise and approvals
to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)      the
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement shall
not violate the Trustee’s organizational documents or any other material instrument governing its operations, 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 contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee
or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse
effect on the Trustee’s performance of its obligations hereunder;


 


(iii)     except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or separate
trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has the full power
and authority to enter into and consummate the 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 the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the
rights of creditors generally and by 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 the execution and delivery of this Agreement by the Trustee and its performance and compliance
with the terms of this Agreement shall not constitute a violation with respect to, any order or decree of any court or any order,
law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction,
which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations
of the Trustee or its properties or might have consequences that would materially affect the performance of its duties hereunder
or thereunder;


 


(vi)    no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such approval
has been obtained prior to the Closing Date;


 






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(vii)    no
litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit its
entering into or materially and adversely affect its ability to perform its obligations under this Agreement;


 


(viii)   the
Trustee is covered by errors and omissions insurance and fidelity bond coverage which is in full force and effect or otherwise
complies with the requirements of Section 8.6(b) hereof; and


 


(ix)      the
Trustee is a Qualified Trustee.


 


(b)      The
respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until the termination
of this Agreement, and shall inure to the benefit of the other parties hereto, the Certificateholders and the Companion Loan Holders.


 


2.4       Representations
and Warranties of the Certificate Administrator. (a) Citibank, N.A., as Certificate Administrator, hereby represents
and warrants to the other parties hereto, and for the benefit of the Certificateholders and the Companion Loan Holders, that as
of the Closing Date:


 


(i)       the
Certificate Administrator is a national banking association, duly organized, validly existing, and is in good standing under the
laws of the United States; the Certificate Administrator possesses and shall continue to possess all requisite authority, power,
licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations under
this Agreement;


 


(ii)      the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement shall not violate the Certificate Administrator’s organizational documents or any other material instrument
governing its operations, 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 contract, agreement or other instrument to which the Certificate Administrator
is a party or which may be applicable to the Certificate Administrator or any of its assets, which default or breach of such material
contract, agreement or other instrument would have a material adverse effect on the Certificate Administrator’s performance
of its obligations hereunder;


 


(iii)     the
Certificate Administrator has the full power and authority to enter into and consummate the 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 the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or
affecting the rights of creditors generally and by 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
Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement shall not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the condition
(financial or other) or operations of the Certificate Administrator or its properties or might have consequences that would materially
affect the performance of its duties hereunder or thereunder;


 


(vi)     no
consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or if
required, such approval has been obtained prior to the Closing Date;


 


(vii)    no
litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate Administrator
which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement;


 


(viii)   the
Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect or otherwise
complies with the requirements of Section 8.6(b) hereof; and


 


(ix)      the
Certificate Administrator is a Qualified Certificate Administrator.


 


(b)      The
respective representations and warranties of the Certificate Administrator set forth in this Section 2.4 shall survive until
the termination of this Agreement, and shall inure to the benefit of the other parties hereto, the Certificateholders and the Companion
Loan Holders.


 


2.5       Representations
and Warranties of the Servicer. (a) Midland Loan Services, a Division of PNC Bank, National Association, as Servicer,
hereby represents and warrants to the other parties hereto, and for the benefit of the Certificateholders and the Companion Loan
Holders, that as of the Closing Date:


 


(i)       it
is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United States;
it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction
where the Property is located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage
Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power,
licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, perform and comply with its obligations
under this Agreement;


 


(ii)      the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement shall not violate its organizational documents or any other material instrument governing its


 






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operations, or
any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability
to perform its obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral;


 


(iii)      this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
(i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement
of creditors’ rights generally, (ii) general principles of equity, regardless of whether such enforcement is considered in
a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding
the enforceability of indemnification, contribution and exculpation provisions as to securities law violations;


 


(iv)      it
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement;


 


(v)       this
Agreement has been duly executed and delivered by it;


 


(vi)      all
consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for
the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vii)      there
is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable
judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely affect its
ability to perform its obligations under this Agreement; and


 


(viii)     it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements
of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements
of Section 3.11 of this Agreement; and


 


(b)       The
representations and warranties of the Servicer set forth in this Section 2.5 shall survive until termination of this Agreement,
and shall inure to the benefit of the parties hereto, the Certificateholders and the Companion Loan Holders.


 


2.6       Representations
and Warranties of the Special Servicer. (a) Midland Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, hereby represents and warrants to the other parties hereto, and for the benefit of the Certificateholders and the Companion
Loan Holders, that as of the Closing Date:


 


(i)       it
is a national banking association, duly organized, validly existing, and is in good standing under the laws of the United States;
it is, and throughout the term of this


 






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Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction
where the Property is located to the extent required by applicable law and necessary to ensure the enforceability of the Mortgage
Loan in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite authority, power,
licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under
this Agreement; provided, that it may comply with its obligations to possess such licenses in the jurisdiction where the
Property is located as are necessary to conduct its business and to execute, deliver, and comply with its obligations under this
Agreement in such jurisdiction if a Sub-Servicer engaged by it in accordance with this Agreement possesses all such necessary licenses
in such jurisdiction, and the Special Servicer’s compliance with its applicable obligations hereunder through such Sub-Servicer
would be permissible under applicable law, would be effective to ensure the enforceability of the Mortgage Loan in accordance with
the terms thereof and hereof, and would provide the Special Servicer with all power, licenses (itself or through its Sub-Servicer),
permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement.


 


(ii)       the
execution and delivery of this Agreement and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement shall not violate its organizational documents or any other material instrument governing its operations, or
any laws, regulations, orders or decrees of any governmental authority applicable to it and shall not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or operations taken as a whole or its ability to perform its
obligations hereunder, or materially impair the ability of the Trust to realize on the Collateral;


 


(iii)       this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
(i) applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium and other laws affecting the enforcement
of creditors’ rights generally, (ii) general principles of equity, regardless of whether such enforcement is considered in
a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding
the enforceability of indemnification, contribution and exculpation provisions as to securities law violations;


 


(iv)      it
has the full power and authority to enter into and consummate the transactions contemplated by this Agreement;


 


(v)       this
Agreement has been duly executed and delivered by it;


 


(vi)      all
consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any, required for
the execution, delivery and performance of this Agreement by it have been obtained or made;


 






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(vii)     there
is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which, in its reasonable
judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely affect its
ability to perform its obligations under this Agreement; and


 


(viii)    it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect and complies with the requirements
of Section 3.11 or it self-insures for such fidelity bond and errors and omissions coverage in compliance with the requirements
of Section 3.11 of this Agreement.


 


(b)       The
representations and warranties of the Special Servicer set forth in this Section 2.6 shall survive until termination of this Agreement,
and shall inure to the benefit of the parties hereto, the Certificateholders and the Companion Loan Holders.


 


2.7       Representations
and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the other parties hereto, and for
the benefit of the Certificateholders and the Companion Loan Holders, that as of the Closing Date:


 


(i)        the
Depositor is a Delaware corporation, duly organized, validly existing and in good standing under the laws of the State of Delaware,
with full power and authority to own its property, to carry on its business as presently conducted, to enter into and perform its
obligations under this Agreement, and to create the trust pursuant hereto;


 


(ii)       the
execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate action
on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions
herein contemplated, nor the compliance with the provisions hereof, shall conflict with or result in a breach of, or constitute
a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on the Depositor, (B)
the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement or instrument to which the
Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory body, administrative
agency or governmental body having jurisdiction over it;


 


(iii)       the
execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby
and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other
action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected
or taken prior to the date hereof;


 


(iv)       this
Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar
laws relating to or


 






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affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement
is considered in a proceeding in equity or at law);


 


(v)       there
are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely to be asserted
against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body (A) with respect
to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the
Depositor shall be determined adversely to the Depositor and shall, if determined adversely to the Depositor, materially and adversely
affect its ability to perform its obligations under this Agreement;


 


(vi)       the
Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor to perform
its obligations hereunder;


 


(vii)     other
than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title to the Trust
Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;


 


(viii)    the
Depositor is accounting for the transfer of the Trust Loan as a sale under generally accepted accounting principles and for federal
income tax purposes;


 


(ix)       the
Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, shall not be, insolvent; and


 


(x)        the
Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors.


 


(b)       The
representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination of this Agreement,
and shall inure to the benefit of the parties hereto, the Certificateholders and the Companion Loan Holders.


 


(c)        Neither
the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.7(a)
and (b), none of the Certificateholders, the Trustee, or the Certificate Administrator on their behalf shall have any rights
or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Mortgage Loan.


 


2.8       [Reserved.]


 


2.9       Representations
and Warranties Contained in the Trust Loan Purchase Agreement. (a) Upon discovery by the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee of (i) a Material Breach of any representation and warranty set forth in Exhibit
A to the Trust Loan Purchase Agreement, which representation and warranty was made by the Loan Seller in the Trust Loan Purchase
Agreement and has been assigned to the Trustee pursuant to Section 2.1 hereof, or (ii) a Material Document Defect, such
Person shall give prompt notice thereof to the other parties hereto, and upon receipt of such notice the


 






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Servicer (if the Trust
Loan is not a Specially Serviced Loan) or the Special Servicer (if the Trust Loan is a Specially Serviced Loan) shall use commercially
reasonable efforts to cause the Loan Seller, to the extent obligated to do so under the Trust Loan Purchase Agreement, to cure
such default or defect, make a Loss of Value Payment to the Trust or repurchase the Trust Loan under the terms of and within the
time period specified by the Trust Loan Purchase Agreement, it being understood and agreed that none of such Persons has an obligation
to conduct any investigation with respect to such matters. It is understood and agreed that the obligations of the Loan Seller
referred to in this Section 2.9(a) shall be the sole remedies available to the Certificateholders and the Trustee on their
behalf respecting a Material Breach of any representation and warranty set forth in Exhibit A to the Trust Loan Purchase Agreement
made by the Loan Seller or a Material Document Defect.


 


(b)       Subject
to the provisions of clause (f) below, upon receipt by the Servicer from the Loan Seller of the applicable Repurchase Price
for the Trust Loan: (i) the Servicer shall deposit such amount in the Collection Account; (ii) the Certificate Administrator (or
the Custodian appointed by it) shall, upon receipt of a certificate of a Servicing Officer certifying as to (1) the receipt by
the Servicer of such Repurchase Price and the deposit of such Repurchase Price into the Collection Account pursuant to this Section
2.9(b) and (2) compliance with the conditions set forth in subsection (c) below, release or cause to be released to
the designee of the Loan Seller (which designee may be the Loan Seller itself) the Trust Notes being repurchased (endorsed as requested
by the Loan Seller) and release or cause to be released to the designee of the Loan Seller the other documents constituting the
Mortgage Loan File (in addition to the Note); (iii) the Trustee shall execute and deliver to the designee of the Loan Seller (which
designee may be the Loan Seller itself) such instruments of transfer or assignment, in each case without recourse, representation
or warranty (except that the Trust Loan is owned by the Trust and is being sold free and clear of liens and encumbrances), as shall
be prepared by such designee to vest in such designee the Trust Loan, and the Certificate Administrator, the Trustee, the Servicer
and the Special Servicer shall have no further responsibility with regard to the Mortgage Loan File so released (if and to the
extent released in accordance with this Section 2.9(b)); and (iv) each of the Servicer, the Special Servicer, the Trustee
and the Certificate Administrator shall release or cause to be released to the designee of the Loan Seller (which designee may
be the Loan Seller itself) copies of any servicing file, servicing records, escrow payments and reserve funds held thereby in respect
of the Trust Loan.


 


(c)       [Reserved.]


 


(d)       [Reserved.]


 


(e)       [Reserved.]


 


(f)       [Reserved.]


 


(g)       Notwithstanding
the foregoing provisions of this Section 2.9, in lieu of the Loan Seller performing its obligations with respect to any
Material Breach or Material Document Defect as set forth above, to the extent that the Loan Seller and the Servicer or the Special
Servicer, as applicable, are able to agree upon a cash payment payable by the Loan


 






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Seller to the Trust that would be deemed sufficient
to compensate the Trust for such Material Breach or Material Document Defect (a “Loss of Value Payment”), the
Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and 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 3.4(g) of this Agreement;
provided that a Material Breach or Material Document Defect that causes the Trust Loan not to constitute a Qualified Mortgage may
not be cured by a Loss of Value Payment. If the Trust Loan is not a Specially Serviced Mortgage Loan, the Servicer’s agreement
with a Loan Seller as to any Loss of Value Payment shall be subject to the reasonable approval of the Special Servicer (with the
consent of the Controlling Class Representative for so long as no CCR Control Termination Event has occurred and is continuing).
In connection with obtaining the Special Servicer’s approval, the Servicer shall upon request promptly provide the Special
Servicer with a copy of the servicing file for the Mortgage Loan in order to enable the Special Servicer to exercise its approval
right. Any agreement by the Special Servicer with the Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced
Mortgage Loan shall be subject to the consent of the Controlling Class Representative (for so long as no CCR Control Termination
Event has occurred and is continuing). 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. Upon its making such Loss of Value Payment, the Loan Seller shall be
deemed to have cured such Material Breach or Material Document Defect in all respects. Provided that such Loss of Value Payment
is made, this paragraph describes the sole remedy available to the Certificateholders or the Trust regarding any such Material
Breach or Material Document Defect in respect of which such Loss of Value Payment is accepted, and the Loan Seller shall not be
obligated to repurchase or replace the Trust Loan or otherwise cure such Material Breach or Material Document Defect.


 


2.10       Execution
and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. (a) The Trustee acknowledges the assignment
in trust by the Depositor to the Trustee of the Trust Notes and other assets comprising the Trust Fund. Concurrently with such
assignment and delivery and in exchange therefor, (i) the Trustee acknowledges the issuance of (A) the Uncertificated Lower-Tier
Interests to the Depositor and (B) the Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged,
(ii) the Trustee acknowledges the contribution of the Uncertificated Lower-Tier Interests to the Upper-Tier REMIC, (iii) the Certificate
Administrator acknowledges that it (A) has executed and has authenticated and delivered to or upon the order of the Depositor
the Regular Certificates, and has caused the Trust to issue the Class UT-R Interest, in exchange for the Uncertificated Lower-Tier
Interests, and (B) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R Certificates,
representing the Class LT-R and Class UT-R Interests and (iv) the Depositor hereby acknowledges the receipt by it or its designees
of the Certificates in authorized denominations.


 


2.11       Miscellaneous
REMIC Provisions. (a) The Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class G Certificates, and
the VRR Interest are hereby designated as the “regular interests” in the Upper-Tier REMIC within the meaning of Section
860G(a)(1) of the Code, and the Class UT-R Interest is hereby designated as the sole class of “residual interests”
in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.


 






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(b)       The
Class LA, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class LVRR Uncertificated Interests are hereby designated
as the “regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class
LT-R Interest is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning
of Section 860G(a)(2) of the Code.


 


3.       ADMINISTRATION
AND SERVICING OF THE MORTGAGE LOAN


 


3.1       Servicer
to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, as the
case may be, each as an independent contractor, shall service and administer the Mortgage Loan and any Foreclosed Property solely
on behalf of the Trust and the Companion Loan Holders, in the best interest of, and for the benefit of, the Certificateholders
and the Companion Loan Holders as a collective whole as if such Certificateholders and such Companion Loan Holders constituted
one lender (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable
judgment and taking into account the subordinate nature of the Junior Trust Note), in accordance with applicable law (including
the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement, the Mezzanine Intercreditor
Agreement and, to the extent consistent with the foregoing, the following standards (herein referred to as “Accepted
Servicing Practices”): (i) the higher of (a) in the same manner in which and with the same care, skill, prudence and
diligence with which the Servicer or the Special Servicer, as applicable, services and administers similar loans and administers
foreclosed or other similarly situated properties for third-party portfolios, giving due consideration to customary and usual
standards of practice of prudent institutional commercial mortgage loan servicers in servicing mortgage loans and administering
foreclosed properties, and (b) with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer,
as applicable, uses for loans that it owns or for foreclosed or other similarly situated properties it services and manages, in
either case exercising reasonable business judgment, acting in accordance with applicable laws; (ii) with a view to the timely
collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan comes into
and continues in default and if, in the reasonable judgment of the Special Servicer, no satisfactory arrangements can be made
for the collection of the delinquent payments, the maximization of the recovery on the Mortgage Loan to the Certificateholders
and the Companion Loan Holders (as a collective whole as if the Certificateholders and such Companion Loan Holders constituted
a single lender and taking into account the subordinate nature of the Junior Trust Note) on a net present value basis and (b)
the Borrower Reimbursable Trust Fund Expenses and, any other fees or expenses and any other amounts due under the Mortgage Loan;
and (iii) without regard to:


 


(A)       any
relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with any Borrower Party, the Loan Seller,
the Depositor, any Companion Loan Holder or any of their respective Affiliates;


 


(B)       the
ownership of any Certificate or Companion Loan or any interest in the Mezzanine Loan or any Companion Loan by the Servicer or the
Special Servicer or by any Affiliate thereof;


 






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(C)       in
the case of the Servicer, its obligation to make Advances;


 


(D)       the
right of the Servicer or the Special Servicer or any Affiliate thereof to receive reimbursement of costs, compensation or other
fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect to any particular
transaction; or


 


(E)       the
ownership, servicing or management for others of any other mortgage loans or property by the Servicer or the Special Servicer.


 


Subject to Accepted
Servicing Practices and the terms of this Agreement and the Mortgage Loan Documents and the Mezzanine Intercreditor Agreement,
the Servicer and the Special Servicer each shall have full power and authority, acting alone and/or through one or more sub-servicers
as provided in Section 3.2, to do or cause to be done any and all things in connection with such servicing and administration
which it may deem necessary or desirable. The Servicer and the Special Servicer shall service and administer the Mortgage Loan
in accordance with applicable state and federal law. At the written request of the Servicer or the Special Servicer, as applicable,
accompanied by the form of power of attorney or other documents being requested, the Trustee shall furnish to the Servicer or the
Special Servicer any powers of attorney and other documents necessary or appropriate to enable the Servicer or the Special Servicer
to carry out its servicing and administrative duties hereunder, and the Trustee shall not be held responsible (and shall be indemnified
by the Servicer or the Special Servicer, as applicable) for any negligence or misuse by the Servicer or the Special Servicer in
its uses of any such powers of attorney or other document. Notwithstanding anything contained herein to the contrary, the Servicer
and the Special Servicer shall not without the Trustee’s or the Certificate Administrator’s, as applicable, prior written
consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the representative
capacity of the Servicer or the Special Servicer, as applicable, or (ii) take any action with the intent to, and which actually
does cause, the Trustee to be registered to do business in any state.


 


The liability of each
of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as the Servicer and the Special
Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).
Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectability of the Mortgage Loan. No provision of this Agreement shall be construed to impose liability on the Servicer
or the Special Servicer for the reason (unless the Servicer or the Special Servicer did not act in accordance with Accepted Servicing
Practices) that any recovery to the Certificateholders in respect of the Mortgage Loan at any time after a determination of present
value recovery is made by the Servicer or the Special Servicer under this Agreement is less than the amount reflected in such determination.


 


As soon as reasonably
practicable following the Closing Date, but no later than 30 days following the Closing Date, the Loan Seller shall, pursuant to
the Trust Loan Purchase Agreement, deliver to the Servicer copies of notices delivered by or on behalf of the Loan Seller regarding
the transfer of the Trust Loan to the Trust or the Trustee on its behalf; provided, that notice to the related ground lessors shall
be delivered by the Servicer as contemplated by the succeeding paragraph.


 






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With respect to each Ground
Lease, as soon as reasonably practicable following the Closing Date, but no later than 30 days following the Closing Date, the
Loan Seller is required to deliver to the Servicer a form of notice to be delivered by the Servicer to the related ground lessor
regarding the transfer of the Mortgage Loan to the Trust or the Trustee on its behalf and informing such ground lessor that any
notices of default under such Ground Lease should thereafter be forwarded to the Servicer. In connection with each Ground Lease,
the Servicer shall promptly, and in any event within the later of (i) 30 days following the receipt of the foregoing notice from
the Loan Seller, and (ii) 60 days following the Closing Date, deliver such notice to the related ground lessor. Upon receipt of
any notices of default under such Ground Lease, the Servicer shall promptly provide such notice to the Special Servicer.


 


The parties hereto acknowledge
and agree that the Servicer and the Special Servicer are each acting as independent contractors and not as agents for the Trustee
and/or the Certificate Administrator.


 


3.2       Sub-Servicing
Agreements. (a) The Servicer or Special Servicer, at its own expense without a right of reimbursement under this Agreement
or otherwise, may enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Mortgage
Loan, provided that (i) any such sub-servicing agreement shall be upon such terms and conditions as are not inconsistent
with this Agreement and as the Servicer or Special Servicer, as applicable, and the sub-servicer have agreed, and (ii) no sub-servicer
retained by the Servicer or Special Servicer, as applicable, shall grant any modification, waiver, or amendment to the Mortgage
Loan Documents without the approval of the Servicer or Special Servicer, as applicable. References in this Agreement to actions
taken or to be taken, and limitations on actions permitted to be taken, by the Servicer or Special Servicer, as applicable, in
servicing the Mortgage Loan include actions taken or to be taken by a sub-servicer on behalf of the Servicer or Special Servicer,
as applicable. Each sub-servicer shall be (x) authorized to transact business and licensed in the applicable state(s), if, and
to the extent, required by applicable law to enable the sub-servicer to perform its obligations under the applicable sub-servicing
agreement, and (y) qualified to perform its obligations under the applicable sub-servicing agreement. For purposes of this Agreement,
the Servicer or Special Servicer, as applicable, shall be deemed to have received any amount when the sub-servicer receives such
amount, irrespective of whether such amount is remitted to the Servicer or Special Servicer, as applicable, for deposit in the
Collection Account, the Cash Management Accounts, any Reserve Account or the Distribution Account, and actions taken by the sub-servicer
shall be deemed to be actions of the Servicer or Special Servicer. The Servicer or Special Servicer, as applicable, shall notify
the Trustee, the Certificate Administrator, the Borrower Parties and the Depositor in writing promptly upon the appointment of
any sub-servicer and promptly furnish the Trustee, upon its request, with a copy of the sub-servicing agreement. The Servicer
or Special Servicer, as applicable, shall cause each sub-servicing agreement to provide that no sub-servicer shall be permitted
to enter into any sub-servicing agreement with other sub-servicers without the prior written consent of the Servicer or Special
Servicer, as applicable.


 


(b)       Notwithstanding
any sub-servicing agreement, the Servicer or Special Servicer shall remain obligated and liable to the Trustee and the Certificateholders
for the servicing and administering of the Mortgage Loan in accordance with the provisions of Section 3.1 without diminution
of such obligation or liability by virtue of such sub-servicing


 






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agreement, or by virtue of indemnification from a sub-servicer,
and to the same extent and under the same terms and conditions as if the Servicer or Special Servicer alone were servicing and
administering the Mortgage Loan.


 


(c)       Any
sub-servicing agreement entered into by the Servicer or Special Servicer shall provide that it may be assumed or terminated by
(i) the Trustee if the Trustee has assumed the duties of the Servicer or Special Servicer or if the Servicer or Special Servicer
is otherwise terminated pursuant to the terms of this Agreement, or (ii) a successor Servicer or Special Servicer if such successor
Servicer or Special Servicer has assumed the duties of the Servicer or Special Servicer, in each case without cost or obligation
to the Trustee, the successor Servicer or Special Servicer, the Trust or the Trust Fund.


 


(d)       Any
sub-servicing agreement, and any other transactions or services relating to the Mortgage Loan involving a sub-servicer, shall be
deemed to be between the Servicer or Special Servicer and such sub-servicer alone, and the Trustee, the Certificate Administrator,
the Depositor, the Trust and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights, obligations,
duties or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require the Trust,
the Depositor, the Trustee or the Certificate Administrator to indemnify any such sub-servicer. The Servicer or Special Servicer
is permitted, subject to Accepted Servicing Practices and at its own expense, or to the extent that a particular expense is provided
herein to be an Advance or an expense of the Trust, at the expense of the Trust, to utilize other agents or attorneys typically
used by servicers of mortgage loans underlying commercial mortgage-backed securities in performing its obligations under this Agreement.


 


(e)       Notwithstanding
anything herein, each of the initial Servicer and the initial Special Servicer may (i) delegate certain of its duties and obligations
hereunder (such as inspections and appraisals) to third parties or (ii) to an affiliate of the Servicer or the Special Servicer,
as applicable. Such delegation shall not be considered a sub-servicing agreement hereunder, and the requirements and obligations
set forth herein applicable to sub-servicing agreements, sub-servicers or Servicing Function Participants shall not be applicable
to such arrangement. Notwithstanding any such delegation, the Servicer and the Special Servicer shall remain obligated and liable
for the performance of their respective obligations and duties under this Agreement in accordance with the provisions hereof to
the same extent and under the same terms and conditions as if each alone were servicing and administering the Mortgage Loan as
required hereby.


 


(f)       In
addition to the foregoing, any sub-servicer engaged by the Special Servicer with respect to the Mortgage Loan shall fulfill all
of the requirements of the Special Servicer set forth under Section 6.4(a)(i)(A) and 6.4(a)(v) hereof.


 


3.3       Cash
Management Accounts and Reserve Accounts; Interest Reserve Account . 


 


(a)       The
Cash Management Accounts and the Reserve Accounts shall be established pursuant to the terms of the Mortgage Loan Agreement, the
Deposit Account Agreement and/or the Clearing Account Agreement. The Servicer shall exercise and enforce


 






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the rights of the Trust
and the Companion Loan Holders with respect to the Cash Management Accounts and the Reserve Accounts under the Mortgage Loan Agreement,
the Deposit Account Agreement and the Clearing Account Agreement, and shall make deposits thereto and withdrawals therefrom, all
in accordance with Accepted Servicing Practices and the other terms of this Agreement and the other Mortgage Loan Documents.


 


(b)       The
Certificate Administrator shall establish and maintain a reserve account (the “Interest Reserve Account”) in
the name of “Citibank, N.A., as Certificate Administrator on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered holders of Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates,
Series 2020-555”. The Interest Reserve Account shall be held for the benefit of the Certificateholders and may be a sub-account
of the Distribution Account. The Interest Reserve Account shall be established and maintained as a non-interest bearing Eligible
Account, and may be a sub-account of the Distribution Account. On each Distribution Date occurring in any February and on any Distribution
Date occurring in any January that occurs in a year that is not a leap year (unless, in either case, such Distribution Date is
the final Distribution Date), the Certificate Administrator shall withdraw from the Distribution Account and deposit into the Interest
Reserve Account an amount equal to one day’s net interest collected on the principal balance of the Trust Loan as of the
related Payment Date occurring in the month preceding the month in which such Distribution Date occurs, calculated at the Net Mortgage
Rate with respect to the Trust Loan, to the extent such funds are on deposit on the applicable Payment Date or an advance is made
in respect of the Payment Date (all amounts so deposited in any consecutive January and February, “Withheld Amounts”).
On each Remittance 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 and February, if any, and deposit such amounts into the Distribution Account for distribution with respect to the Certificates.


 


3.4       Collection
Account. (a) The Servicer shall establish and maintain or cause to be established and maintained in the name of “Midland
Loan Services, a Division of PNC Bank, National Association, as Servicer on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through
Certificates, Series 2020-555 and the holders of the Companion Loans” one or more deposit accounts (the “Collection
Account”) for the benefit of the Certificateholders and the holders of the Companion Loans. The Collection Account shall
be an Eligible Account maintained with an Eligible Institution. The Servicer shall deposit into the Collection Account within
one Business Day of receipt of properly identified and available funds the following amounts representing payments and collections
received or made during each Collection Period on or with respect to the Mortgage Loan (other than amounts required to be deposited
into the Reserve Accounts in accordance with the Trust Loan Purchase Agreement):


 


(i)        all
payments on account of principal on the Mortgage Loan;


 


(ii)       all
payments on account of interest on the Mortgage Loan, including, without limitation, Default Interest;


 






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(iii)       any
amount representing reimbursements by the Borrower Parties of Advances, interest thereon, and any other expenses of the Depositor,
the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, as required by the Mortgage Loan
Documents or hereunder;


 


(iv)      any
other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the
Certificateholders under the Mortgage Loan


 


(v)       any
Yield Maintenance Premiums;


 


(vi)      any
amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted Investments
with respect to funds held in the Collection Account;


 


(vii)     all
Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14, all Net Liquidation Proceeds, Insurance
Proceeds and Condemnation Proceeds;


 


(viii)    any
Loss of Value Payments paid by the Loan Seller; and


 


(ix)       any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer, including,
without limitation, any (1) proceeds of any repurchase of the Trust Loan pursuant to Section 2.9 hereof and the Trust Loan
Purchase Agreement, (2) proceeds of the sale of the Mortgage Loan by the Special Servicer pursuant to Section 3.16 hereof
or a sale of a Foreclosed Property pursuant to Section 3.15(e), (3) amounts from the Mezzanine Lender representing proceeds
of its purchase of the Mortgage Loan or cure payments permitted to be made by the Mezzanine Lender pursuant to the Mezzanine Intercreditor
Agreement, or (4) amounts payable under the Mortgage Loan Documents by any Person to the extent not specifically excluded;


 


provided, however,
that to the extent any such amounts are received after 2:00 p.m. (New York time) on any given Business Day, the Servicer shall
use commercially reasonable efforts to deposit such amounts into the Collection Account within 1 Business Day of receipt by the
Servicer of any properly identified and available funds but, in any event, the Servicer shall deposit such amounts into the Collection
Account within 2 Business Days of receipt by the Servicer of any properly identified and available funds.


 


The foregoing requirements
for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments (if any) in the nature of Additional Servicing Compensation (other than Default Interest
and late payment charges) to which the Servicer or the Special Servicer, as applicable are entitled pursuant to Section 3.17
and any reimbursement made by the Borrower Parties of fees and expenses of the Servicer or the Special Servicer need not be deposited
in the Collection Account by the Servicer or the Special Servicer and, to the extent permitted by applicable law, the Servicer
or the Special Servicer, as applicable, shall be entitled to retain any such fees and expense reimbursements received with respect
to the Mortgage Loan.


 






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(b)       Funds
in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8. The
Servicer shall on the Closing Date give written notice to the Certificate Administrator of the location and account number of the
Collection Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 


(c)       On
or prior to each Remittance Date, prior to the remittance of funds to the Certificate Administrator for deposit in the Distribution
Account pursuant to Section 3.5, the Servicer shall make withdrawals from the Collection Account, which withdrawals shall
be the only permitted withdrawals from the Collection Account by the Servicer, as described below (the order set forth below constituting
an order of priority for such withdrawals unless otherwise indicated):


 


(i)       to
withdraw funds deposited in the Collection Account in error;


 


(ii)      to
reimburse the Trustee and the Servicer, in that order, for any Nonrecoverable Advances made by each together with unpaid interest
thereon at the Advance Interest Rate;


 


(iii)     concurrently,
to pay the Servicing Fee to the Servicer (who shall pay the holder of the Excess Servicing Fee Right the portion of the Servicing
Fee that represents Excess Servicing Fees in accordance with Section 3.17 of this Agreement), the Trustee/Certificate Administrator
Fee (including the portion of such Trustee/Certificate Administrator Fee payable to the Trustee as the Trustee Fee) to the Certificate
Administrator (who shall pay the Trustee the portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee
pursuant to Section 8.5 hereof);


 


(iv)     to
pay to (A) the Servicer, as Additional Servicing Compensation, any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account; and (B) the Special Servicer, the Special Servicing Fee, if any,
the Work-out Fee, if any, and the Liquidation Fee, if any, (with respect to clauses (A) and (B), in that order);


 


(v)      to
reimburse or pay, as applicable, the Trustee and the Servicer, in that order, for (A) unreimbursed Advances made by each and not
previously reimbursed from amounts received with respect to the Mortgage Loan during the applicable Collection Period in the form
of late payments, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and other collections on the Mortgage Loan (and
other than any Advance that has been determined to be a Nonrecoverable Advance that has been reimbursed pursuant to clause (ii)
above); and (B) unpaid interest on such Advances at the Advance Interest Rate; provided, however, that, with respect to
Advances that are not deemed to be Nonrecoverable Advances, interest on Advances shall be payable (1) prior to the final liquidation
of the Property or the final payment and release of the Mortgage, only out of Default Interest or late payment charges (or actual
payments by the Borrowers to cover such interest on Advances) collected in the related Collection Period, and (2) after the final
liquidation of the Property or the final payment and release of the Mortgage, first out of Default Interest and late payment charges
(or actual payments by


 






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the Borrowers to cover such interest on Advances) on deposit in the Collection Account, and then out of
all other amounts on deposit in the Collection Account;


 


(vi)     to
remit to the Companion Loan Holders all amounts on deposit in the Collection Account payable to the Companion Loan Holders pursuant
to the Co-Lender Agreement with respect to the Companion Loans (exclusive of any amounts payable or reimbursable to the Servicer,
the Special Servicer, the Trustee or the Trust) to the extent allocable to the Companion Loans in accordance with the Co-Lender
Agreement, including (a) if the Companion Loan is part of an Other Securitization Trust, to the extent required by the Co-Lender
Agreement, to pay the applicable party to the related Other Pooling and Servicing Agreement for any interest accrued on Companion
Loan Advances made thereby, each payable (1) prior to the final liquidation of the Property or the final payment and release of
the Mortgage, only out of Default Interest or late payment charges (or actual payments by the Borrower to cover such interest on
advances) collected in the related Collection Period, and (2) after the final liquidation of the Property or the final payment
and release of the Mortgage, first out of Default Interest and late payment charges (or actual payments by the Borrower to cover
such interest on advances) on deposit in the Collection Account, and then out of all other amounts on deposit in the Collection
Account; and (b) to make any other required payments due under the Co-Lender Agreement to the Companion Loan Holders; provided,
that any late collections in respect of a Companion Loan received by the Servicer from the Borrower shall be remitted by the Servicer
to the related Companion Loan Holder within one Business Day of receipt thereof;


 


(vii)    to
reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses incurred
by them in connection with the liquidation of the Property and not otherwise covered and paid by an insurance policy or deducted
from the proceeds of liquidation or reimbursed as an Advance;


 


(viii)   to
pay to the Servicer and the Special Servicer, as Additional Servicing Compensation, any payments in the nature of those fees and
expenses that constitute Additional Servicing Compensation, to the extent remaining after payment pursuant to clause (v) above
and reimbursement of Trust Fund Expenses and to the extent not applied to interest on Companion Loan Advances (it being acknowledged
that such amounts (other than Default Interest and late payment charges) are not required to be deposited in the Collection Account
and may be retained by the Servicer or the Special Servicer, as applicable, or paid by the Servicer to the Special Servicer when
due to the Special Servicer as set forth in Section 3.17), to the extent actually received from or on behalf of the Borrowers
(and permitted by (or not otherwise prohibited by) and allocated as such pursuant to the terms of the Mortgage Loan Documents or
this Agreement) and deposited into the Collection Account by the Servicer;


 


(ix)      to
pay or reimburse, as applicable, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, for any expenses,
indemnities and other amounts (including Trust Fund Expenses) then due and payable or reimbursable to each, and to pay directly
any other costs and expenses expressly payable out of the


 






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Collection Account or at the expense of the Trust, in any event pursuant
to the terms of this Agreement and not previously paid or reimbursed pursuant to the preceding clauses;


 


(x)       to
the extent not previously paid or advanced, to pay to the Certificate Administrator for payment (or to be set aside for eventual
payment) by it of any and all taxes imposed on the Lower-Tier REMIC or Upper-Tier REMIC by federal or state governmental authorities,
as provided in Section 12.1(k); provided, that, if such taxes are the result of the Depositor’s, the Servicer’s,
the Special Servicer’s, the Trustee’s or the Certificate Administrator’s, as applicable, negligence, fraud, bad
faith or willful misconduct, then such party that was negligent, acted in bad faith or engaged in fraud or willful misconduct will
be required to indemnify the Trust for the amount of such taxes pursuant to Sections 6.6 and 8.12, as applicable;


 


(xi)     to
pay the CREFC® Licensing Fee to CREFC®, to the extent of funds available in the Collection Account
following the withdrawal of the amounts described in clauses (ii) through (x) above, on the related Remittance Date;
and


 


(xii)    on
each Remittance Date, to remit all funds received during or prior to the related Collection Period and remaining after the withdrawals
specified in clauses (i) through (xi) above to the Certificate Administrator for deposit in (i) in the case of funds other than
Yield Maintenance Premiums, the Distribution Account pursuant to Section 3.5 and (ii) in the case of Yield Maintenance Premiums,
the Yield Maintenance Premiums Distribution Account;


 


provided that (A) Monthly
Interest Payment Advances are reimbursable solely out of collections allocable to the Trust Loan pursuant to the Co-Lender Agreement,
(B) Companion Loan Advances are reimbursable solely out of collections allocable to the Companion Loans pursuant to the Co-Lender
Agreement, and (C) any payment or reimbursement of certain of the other items specified above under clauses (iv)(B), (v), (vi),
(vii) and (ix) will, as and to the extent provided in this Agreement and the Co-Lender Agreement, be made out of: (1) first, to
the maximum extent permitted under the Co-Lender Agreement, any amounts on deposit in the Collection Account that would otherwise
be distributable under the Co-Lender Agreement to the Junior Trust Note; and (2) second, any remaining amounts on deposit in the
Collection Account that would otherwise be distributable under the Co-Lender Agreement with respect to the Senior Trust Note and
the Companion Loan Notes, on a pro rata and pari passu basis in accordance with their relative principal balances (except to the
extent that interest on Monthly Interest Payment Advances and/or Companion Loan Advances are allocable to the related Senior Note),
all in accordance with the Co-Lender Agreement, and taking into account the subordination of the Junior Trust Note to the Senior
Trust Note and the Companion Loan Notes.


 


The Trustee/Certificate
Administrator Fee (including the portion that is the Trustee Fee) shall only be paid out of payments and other collections on the
Trust Loan, but not out of payments or other collections on the Companion Loans.


 


Notwithstanding the foregoing,
with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant to clauses (iii),
(iv)(B), (v), (vi), (vii), (viii), (ix) or (x) above of this Section 3.4(c)
if: (1) the item proposed to be withdrawn, if


 






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not withdrawn, would be required to be advanced by the Servicer as an Administrative
Advance or covered by a Monthly Interest Payment Advance with respect to such Remittance Date; and (2) as a result of such withdrawal,
the amount on deposit in the Collection Account after giving effect to such withdrawal would be less than the Required Advance
Amount (it being understood that the Servicer shall be permitted to make withdrawals in the order of priority specified above in
this Section 3.4(c) so long as funds equaling or exceeding the Required Advance Amount remain in the Collection Account).
Notwithstanding the foregoing, such withdrawal limitations shall not apply (and accrued amounts previously eligible for withdrawal
pursuant to clauses (iii), (iv)(B), (v), (vi), (vii), (viii), (ix) or (x)
above of this Section 3.4(c) but which remain unpaid due to the operation of this paragraph may then be withdrawn
and paid) upon (1) the final liquidation of the Trust Loan or the Property, (2) the final payment of the Trust Loan and release
of the Mortgage or (3) the determination that any Advance that would increase the currently unreimbursed Advances in the aggregate
would be a Nonrecoverable Advance.


 


The Servicer shall pay
or (subject to Section 3.23(e)) advance to the Trustee and the Certificate Administrator (on behalf of itself and the Trustee)
and pay or (subject to Section 3.23(e)) advance to the Special Servicer, if applicable, from the Collection Account as provided
above amounts permitted to be paid to the Special Servicer, the Trustee and the Certificate Administrator, as applicable, therefrom,
promptly upon receipt on or prior to the Determination Date of certificates of a Servicing Officer of the Special Servicer, a Responsible
Officer of the Certificate Administrator or the Trustee, as applicable, describing the item and amount to which the Special Servicer,
the Certificate Administrator and/or the Trustee, as applicable, are entitled, together with any other information reasonably requested
by the Servicer. The Servicer may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated
therein and shall have no liability if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, is not entitled.


 


On the Remittance Date
for each Companion Loan, the Servicer shall remit to the related Companion Loan Holder the amounts contemplated to be payable thereto
on such date as contemplated by clause (vi) of the first paragraph of this Section 3.4(c).


 


(d)       On
each Remittance Date, the Servicer shall withdraw from the Collection Account all funds received during or prior to the related
Collection Period, and remaining after the withdrawals specified in clauses (i) through (xi) of the first paragraph
of Section 3.4(c), and shall remit such funds to the Certificate Administrator for deposit in (i) in the case of funds other
than Yield Maintenance Premiums, the Distribution Account pursuant to Section 3.5 and (ii) in the case of Yield Maintenance
Premiums, the Yield Maintenance Premiums Distribution Account.


 


(e)       If
the Servicer makes any reimbursement or payment out of the Collection Account to cover any related Companion Loan Holder’s
share of any cost, expense, indemnity, Property Protection Advance or interest on such Property Protection Advance, or fee with
respect to the Mortgage Loan, then the Servicer (prior to the occurrence of a Special Servicing Loan Event) and the Special Servicer
(following the occurrence of a Special Servicing Loan Event) shall use efforts consistent with the Accepted Servicing Practices
to


 






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collect such amount out of collections on such Companion Loan or, if and to the extent permitted under the related Co-Lender
Agreement, from such Companion Loan Holder.


 


(f)       If
any Loss of Value Payments are received in connection with a Material Breach or a Material Document Defect, as the case may be,
with respect to the Trust Loan pursuant to or as contemplated by Section 2.9 of this Agreement, the Special Servicer shall
establish and maintain one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held in trust
for the benefit of the Holders of Certificates, for purposes of holding such Loss of Value Payments. Each account that constitutes
a Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of a related Eligible Account. The Special Servicer
shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Loss of Value Reserve
Fund shall be accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an
asset of any Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid
out of the Loss of Value Reserve Fund (and any income earned thereon) through the Collection Account to the Certificateholders
(or, in the case of any income earned on the Loss of Value Reserve Fund and paid to the Special Servicer as additional compensation)
as damages paid to and distributed by the Trust REMICs on account of a breach of a representation or warranty by the Loan Seller
and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to the Loan Seller as distributions
by the Trust Fund to the Loan Seller as a beneficial owner of the Loss of Value Reserve Fund. The Loan Seller will be the beneficial
owner of the related account in the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all
income earned thereon, based upon the respective Loss of Value Payments made by the Loan Seller that are on deposit from time to
time in the Loss Value Reserve Fund.


 


(g)       If
any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to the Trust Loan or any Foreclosed Property,
then the Special Servicer shall, promptly upon written direction from the Servicer (provided that, with respect to clause (iv)
below, the Certificate Administrator shall have provided the Servicer and the Special Servicer with five (5) Business Days’
prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from
the Loss of Value Reserve Fund to the Servicer for deposit into the Collection Account for the following purposes:


 


(i)       to
reimburse the Servicer, the Special Servicer or the Trustee, in accordance with Section 3.4(c) of this Agreement, for any
Nonrecoverable Advance made by such party with respect to the Mortgage Loan or any related Foreclosed Property (together with any
related Advance Interest Amounts);


 


(ii)       to
pay, in accordance with Section 3.4(c) of this Agreement, or to reimburse the Trust for the prior payment of, any expense
relating to the Mortgage Loan or any related Foreclosed Property that constitutes or, if not paid out of such Loss of Value Payments,
would constitute a Trust Fund Expense, and to pay, in accordance with Section 3.4(c) of this Agreement, any unpaid Liquidation
Fee due and owing to the Special Servicer with respect to the Mortgage Loan or any related Foreclosed Property;


 






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(iii)       to
offset any portion of any Realized Loss and VRR Realized Loss (or, in connection with a final liquidation of the Mortgage Loan
or the Property, any anticipated Realized Loss and VRR Realized Loss) incurred with respect to the Mortgage Loan or any related
Foreclosed Property (as calculated without regard to the application of such Loss of Value Payments); and


 


(iv)       on
the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iii) above, to return any
amounts remaining on deposit in the Loss of Value Reserve Fund to the Loan Seller.


 


Any Loss of Value Payments
transferred to the Collection Account pursuant to clauses (i) through (iii) of the prior paragraph shall be treated as Liquidation
Proceeds received by the Trust in respect of the Mortgage Loan or any related Foreclosed Property for which such Loss of Value
Payments were received.


 


3.5       Distribution
Account. (a) The Certificate Administrator shall establish and maintain in the name of “Citibank, N.A., as Certificate
Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Citigroup
Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates Series 2020-555”, a deposit account (the
“Distribution Account”), which shall be deemed to include the Lower-Tier Distribution Account and the Upper-Tier
Distribution Account, which shall be subaccounts of the Distribution Account for the benefit of the Certificateholders and the
Trustee, as holder of the Uncertificated Lower-Tier Interests. The Distribution Account shall be an Eligible Account maintained
with an Eligible Institution. On each Remittance Date, the Servicer shall transfer from the Collection Account to the Certificate
Administrator for deposit into the Lower-Tier Distribution Account all funds received during or prior to the related Collection
Period and remaining on deposit therein, after giving effect to the withdrawals made pursuant to clauses (i) through (xi)
of the first paragraph of Section 3.4(c). The Certificate Administrator shall credit the funds remitted by the Servicer
from the Collection Account to the Distribution Account. The Certificate Administrator shall make withdrawals from the Distribution
Account to make distributions to the Holders of the Certificates pursuant to Section 4.1.


 


Amounts held in the Distribution
Account shall be uninvested.


 


The Certificate Administrator
shall make withdrawals from the Distribution Account and the Yield Maintenance Premiums Distribution Account to make distributions
to the Holders of the Certificates pursuant to Section 4.1 and Section 4.3, respectively.


 


(b)       The
Certificate Administrator shall make or be deemed to have made withdrawals from the Lower-Tier Distribution Account in the following
order of priority and only for the following purposes:


 


(i)       concurrently,
to pay the Trustee/Certificate Administrator Fee (including the portion thereof that is the Trustee Fee) to the Certificate Administrator
(who shall pay the Trustee the portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee pursuant to
Section 8.5 hereof), but only from any Monthly Interest Payment


 






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Advance and only to the extent that such amounts are not
paid out of the Collection Account pursuant to Section 3.4(c)(iii);


 


(ii)      to
make or be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(c) and (d) and Section
4.3(c) into the Upper-Tier Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect
of the Class LT-R Interest) pursuant to Section 4.1;


 


(iii)     to
withdraw amounts deposited into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled thereto;
and


 


(iv)     to
clear and terminate the Lower-Tier Distribution Account pursuant to Section 10.1.


 


(c)      The
Certificate Administrator shall make withdrawals from the Upper-Tier Distribution Account in the following order of priority and
only for the following purposes:


 


(i)       to
withdraw amounts deposited in error;


 


(ii)      to
make distributions to Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest)
on each Distribution Date pursuant to Section 4.1, Section 4.3 or Section 10.1 as applicable; and


 


(iii)     to
clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 10.1.


 


(d)       The
Certificate Administrator shall establish and maintain an account (the “Yield Maintenance Premiums Distribution Account”)
in the name of the “Citibank, N.A., as Certificate Administrator on behalf of Wilmington Trust, National Association, as
Trustee, for the benefit of the registered holders of Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through
Certificates Series 2020-555, Class A, Class X, Class B, Class C, Class D, Class E, Class F, Class G and Class VRR – Yield
Maintenance Premiums Distribution Account”. The Distribution Account shall be deemed to include the Yield Maintenance Premiums
Distribution Account, and the Yield Maintenance Premiums Distribution Account shall be an Eligible Account maintained with an Eligible
Institution, and may be a sub-account of the Distribution Account. The Yield Maintenance Premiums Distribution Account shall be
held solely for the benefit of the Holders of the Class A, Class X, Class B, Class C, Class D, Class E, Class F, Class G and Class
VRR Certificates. With respect to each Distribution Date, the Certificate Administrator shall make withdrawals from the Yield Maintenance
Premiums Distribution Account to the extent required to make the distributions of Yield Maintenance Premiums required by Section
4.3(b) of this Agreement.


 


3.6       Foreclosed
Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (each, a “Foreclosed
Property Account”) on behalf of the Trust for the benefit of the Certificateholders in the name of either (A) Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer on behalf of Wilmington Trust, National Association,
as Trustee for the benefit of the registered Holders of Citigroup


 






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Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through
Certificates, Series 2020-555 and the Companion Loan Holders, as their interests may appear” related to the Foreclosed Property,
if any, held in the name of the Special Servicer on behalf of the Trustee for the benefit of the Certificateholders and the Companion
Loan Holders or (B) a limited liability company wholly owned by the Trust and which is managed by the Special Servicer as provided
in Section 3.14, related to the Foreclosed Property, if any, held in the name of such limited liability company. Each Foreclosed
Property Account shall be an Eligible Account maintained with an Eligible Institution. The Special Servicer shall deposit into
the Foreclosed Property Account, within two (2) Business Days after receipt of properly identified funds, all funds collected
and received in connection with the operation or ownership of such Foreclosed Property. On or before the Business Day following
the last day of each Collection Period, the Special Servicer shall withdraw the funds in any Foreclosed Property Account received
through the end of such Collection Period, net of certain expenses and/or reserves (the amount of such reserves determined in
the Special Servicer’s reasonable discretion), and deposit them into the Collection Account in accordance with Section
3.4(a). The Special Servicer shall notify the Certificate Administrator in writing of the location and account number of each
Foreclosed Property Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 


3.7       Appraisal
Reductions. (a) Promptly upon knowledge of the occurrence of an Appraisal Reduction Event, the Special Servicer shall
(i) notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation
Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event and (ii) order, and use efforts
consistent with Accepted Servicing Practices to obtain, an independent Appraisal of the Property unless an Appraisal was performed
within 9 months prior to the Appraisal Reduction Event and the Special Servicer has no knowledge of any material change in the
market or condition or value of the Property since the date of such Appraisal (in which case, such Appraisal may be used by the
Special Servicer). The Special Servicer shall determine (no later than the first Distribution Date on or following either (x)
the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five Business Days
prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal)
or (y) the determination to use any existing Appraisal, as applicable) on the basis of the applicable Appraisal, and receipt of
information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary
to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction
Amount exists, give notice thereof to the Servicer, the Trustee, the Certificate Administrator and the Companion Loan Holders.
The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance
or an Administrative Advance unless it would constitute a Nonrecoverable Advance, and in such case, as an expense of the Trust.
Updates of such Appraisals shall be obtained by the Special Servicer every nine months for so long as an Appraisal Reduction Event
exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the
Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any
Appraisal Reduction Amount shall be adjusted accordingly, and if required in accordance with any such adjustment, each affected
Class of Non-Vertically Retained Principal Balance Certificates, as well as the VRR Interest, shall have its related Certificate
Balance notionally


 






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restored (or reduced if applicable) to the extent
required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period,
a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic
means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably
requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate
or to recalculate the Appraisal Reduction Amount.


 


Any such Appraisal obtained
under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator,
the 17g-5 Information Provider, and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative,
in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons
pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s
Website.


 


(b)       While
an Appraisal Reduction Amount exists, (i) the amount of any Monthly Interest Payment Advances shall be reduced as provided in Section
3.23(a) and (ii) the existence thereof shall be taken into account for purposes of determining (x) the Voting Rights of certain
Classes of Certificates as provided in Section 3.7(c) and (y) whether a CCR Control Period is or is not then in effect as
provided in the definition thereof.


 


(c)       The
Certificate Balance of each Class of the Principal Balance Certificates shall be notionally reduced (solely for purposes of determining
(x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period and/or
CCR Consultation Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount allocated
to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall
be applied to notionally reduce (to not less than zero) the Certificate Balance of the VRR Interest. On each Distribution Date,
the Non-Vertically Retained Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce the Certificate
Balances of the respective Classes of the Non-Vertically Retained Principal Balance Certificates in the following order of priority:
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;
and seventh, to the Class A Certificates provided in each case that no Certificate Balance in respect of any such
Class may be notionally reduced below zero.


 


(d)       With
respect to any Appraisal used for purposes of determining an Appraisal Reduction Amount, the appraised value of the Property or
Foreclosed Property, as applicable, will be determined on an “as is” basis.


 


(e)       If
(i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or updates of an Appraisal has been obtained or conducted
with respect to the Property or Foreclosed Property, as the case may be, during the 9-month period prior to the date of such Appraisal
Reduction Event or (B) a material change in the circumstances surrounding the Property or Foreclosed Property, as the case may
be, has occurred since the


 






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date of the most recent Appraisal that would materially adversely affect the value of the Property or
Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for the Property or Foreclosed
Property, as the case may be, within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is
obtained for the Property or Foreclosed Property, as the case may be, the appraised value of the Property or Foreclosed Property,
as the case may be, shall be deemed to equal 75% of the unpaid principal balance of the Mortgage Loan (the “Assumed Appraised
Value”), and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the Property
or Foreclosed Property, as the case may be, the Appraisal Reduction Amount shall be recalculated in accordance with the definition
of “Appraisal Reduction Amount”. For purposes of determining an Appraisal Reduction Amount, the appraised value (as
determined by an updated Appraisal) of the Property will be determined on an “as-is” basis.


 


(f)       During
any CCR Control Period and during any CCR Consultation Period, the Special Servicer shall consult with the Controlling Class Representative
in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation
shall be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of
the rights of the Controlling Class Representative described below or otherwise in accordance with this Agreement. The most senior
Class of Control Eligible Certificates whose Certificate Balance is notionally reduced to less than 25% of its initial Certificate
Balance (taking into account the application of any Appraisal Reduction Amount to notionally reduce the Certificate Balance of
such Class), is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Certificate Balance)
of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense,
to require the Special Servicer to order a second Appraisal in respect of the Property in connection with the related Appraisal
Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use
reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’
written request and shall cause each such second Appraisal to be prepared by an independent appraiser that is, among other things,
a member in good standing of the Appraisal Institute. Upon receipt of such Appraisal, the Special Servicer shall recalculate such
Appraisal Reduction Amount based upon such second Appraisal. If required by any such recalculation, a CCR Control Period shall
be reinstated.


 


(g)       [Reserved.]


 


(h)       In
addition, the holders of Certificates representing the majority of the Certificate Balance of any Appraisal Reduced Class shall
have the right, at their sole expense, to require the Special Servicer to order an additional Appraisal of the Property if an Appraisal
Reduction Event has occurred if an event has occurred at or with regard to the Property that would have a material effect on its
appraised value, and the Special Servicer is required to use its reasonable best efforts to ensure that such Appraisal is delivered
within 30 days from receipt of such holders’ written request and is required to ensure that such Appraisal is prepared on
an “as-is” basis by an appraiser in accordance with MAI standards; provided, that the Special Servicer shall not be
required to obtain such Appraisal if it determines in


 






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accordance with Accepted Servicing Practices that no events at or with regard
to the Property have occurred that would have a material effect on the appraised value of the Property.


 


(i)       Upon
becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging
the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described
above), the holder of the Appraised-Reduced Class shall not exercise any rights of the Controlling Class solely applicable during
a CCR Control Period until such time, if any, as such Appraisal Reduced Class is reinstated as the Controlling Class.


 


(j)       Upon
receipt of an Appraisal provided by, or requested by, holders of an Appraisal Reduced Class as described above and any other information
reasonably requested by the Special Servicer from the Servicer reasonably required to calculate or recalculate the Appraisal Reduction
Amount, the Special Servicer shall be required to determine, in accordance with Accepted Servicing Practices, whether, based on
its assessment of such additional Appraisal, any recalculation of the Appraisal Reduction Amount is warranted and, if so warranted,
to recalculate such Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, the
Appraisal Reduced Class shall be reinstated as the Controlling Class. The Special Servicer shall be required to promptly notify
the Certificate Administrator of any such determination and recalculation in its monthly reporting, and the Certificate Administrator
shall be required to promptly post such notice to the Certificate Administrator’s website.


 


(k)       Appraisals
that are permitted to be presented by, or obtained by the Special Servicer at the request of, holders of an Appraisal Reduced Class
shall be in addition to any appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted
Servicing Practices or this Agreement without regard to any appraisal requests made by any holder of an Appraisal Reduced Class.


 


3.8       Investment
of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer and, with respect to the Foreclosed
Property Accounts and the Loss of Value Reserve Fund, the Special Servicer, may direct any depository institution maintaining
the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Accounts (to the
extent interest is not payable to the Borrower Parties) and any Reserve Account (to the extent interest is not payable to the
Borrower Parties), respectively (each of the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund,
the Cash Management Accounts, and any Reserve Account, for purposes of this Section 3.8, an “Investment Account”),
to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount,
and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required
to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or the Special Servicer,
as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment
is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments
shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name
of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee (including, without


 






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limitation, the Certificate
Administrator on behalf of the Trustee). The Servicer, acting on behalf of the Trustee, shall have sole control (or the Special
Servicer, with respect to any Foreclosed Property Accounts) over each such investment and any certificate or other instrument
evidencing any such investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer
or the Special Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment
to the Trustee or its nominee. The Trustee shall have no responsibility or liability with respect to the investment directions
of the Servicer or the Special Servicer or any losses resulting therefrom, whether from Permitted Investments or otherwise. In
the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the
Servicer and the Special Servicer, as applicable, 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 (1) all amounts then payable thereunder and (2) the amount required
to be withdrawn on such date; and


 


(ii)       demand
payment of all amounts due thereunder promptly upon determination by the Servicer or the Special Servicer, as applicable, that
such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related
Investment Account.


 


(b)       All
net income and gain realized from investment of funds deposited in the Collection Account, the Cash Management Accounts (to the
extent not payable to the Borrowers), and the Reserve Accounts (to the extent not payable to the Borrowers) shall be for the benefit
of the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment
of funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds
in the Collection Account, the Cash Management Accounts, the Reserve Accounts (except in the case of any such loss with respect
to the Cash Management Accounts or a Reserve Account, to the extent the loss amounts were invested for the benefit of the Borrowers
under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account shall be reimbursed by the Servicer or the Special
Servicer, as applicable, from its own funds promptly, but in any event on or prior to the Remittance Date following the realization
of such loss.


 


(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 Servicer or the Special Servicer,
as applicable, shall take such action as may be appropriate to enforce such payment or performance, including the institution and
prosecution of appropriate proceedings. In the event the Servicer or the Special Servicer, as applicable, takes any such action,
the Servicer shall pay or reimburse the Servicer or the Special Servicer, as applicable, out of the Trust Fund, pursuant to Section
3.4(c), for all reasonable out of pocket expenses, disbursements and advances incurred or made by the Servicer or the Special
Servicer, as applicable, in connection therewith.


 






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(d)          Notwithstanding the foregoing, none of the Servicer, the Special Servicer or the Certificate Administrator (each in its capacity as the Servicer, the Special Servicer or the Certificate Administrator, as the case may be) shall be required to deposit any loss on an investment of funds in an account described in this Section 3.8 if such loss was incurred solely as a result of the bankruptcy or insolvency of a depository institution or trust company holding such account, so long as (i) such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible Institution at the time such investment or deposit was made and 30 days prior to the date of such loss; (ii) such depository institution or trust company was not the Servicer, the Special Servicer or the Certificate Administrator, as applicable, or an Affiliate thereof, and (iii) such loss is not the result of fraud, negligence, bad faith or willful misconduct of the Servicer, the Special Servicer or the Certificate Administrator, as applicable; provided, however, that none of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any responsibility or liability with respect to the investment directions made by any other party to this Agreement (not involving any investment direction from the party seeking to be absolved from responsibility and liability) or any losses resulting therefrom, whether from Permitted Investments or otherwise.

 

3.9          Payment of Taxes, Assessments, etc. The Servicer (other than with respect to a Foreclosed Property) and the Special Servicer (with respect to any Foreclosed Property) shall maintain accurate records with respect to the Property (or such Foreclosed Property, as the case may be) reflecting the status of real estate taxes, assessments, charges and other similar items that are or may become a lien on the Property (or such Foreclosed Property, as the case may be) and the status of insurance premiums payable in respect of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay real estate taxes, assessments and charges, insurance premiums, ground rent, operating expenses and other similar items from funds in the applicable Reserve Account in accordance with the Mortgage Loan Agreement at such time as may be required by the Mortgage Loan Documents. If the Borrower Parties do not make the necessary payments and/or a Mortgage Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such payments, the Servicer shall make a Property Protection Advance, subject to the determination of non-recoverability provided in Section 3.23, from its own funds for amounts payable with respect to all such items related to the Property when and as the same shall become due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account is increased when and if applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are increased, in accordance with the terms of the Mortgage Loan Agreement.

 

3.10          Appointment of Special Servicer. (a) Midland Loan Services, a Division of PNC Bank, National Association, is hereby appointed as the initial Special Servicer to service the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing and perform the other obligations of the Special Servicer hereunder.

 

(b)          If there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed and replaced pursuant to Sections 7.1 and 7.2. Upon the occurrence of a Special Servicer Termination Event, the Trustee must upon

 


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actual knowledge by a Responsible Officer, promptly notify the Companion Loan Holders and the Certificate Administrator in writing and the Certificate Administrator shall (i) post such notice on the Certificate Administrator’s website, (ii) provide such notice to the 17g-5 Information Provider who must post such notice thereof to the 17g-5 Information Provider’s website and (iii) provide notice to the Certificateholders by mail, to the addresses set forth on the Certificate Register, unless the related Special Servicer Termination Event has been cured or waived. The appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations to make Advances as set forth herein; provided, however, that the initial Special Servicer specified above shall not be liable for any actions or any inaction of such successor Special Servicer. No termination fee shall be payable to the terminated Special Servicer. No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until the successor Special Servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing and Rating Agency Confirmation with respect to such appointment has been delivered to the Trustee. Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.5(a) mutatis mutandis as of the date of its succession. In addition, the Person accepting such assignment and delegation shall constitute a Qualified Replacement Special Servicer.

 

The terminated Special Servicer shall retain all rights accruing to it under this Agreement, including the right to receive fees accrued prior to its termination and other amounts payable to it (including indemnification payments).

 

(c)          Upon determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall immediately give notice thereof to the Special Servicer, the Trustee, the Companion Loan Holders and the Certificate Administrator, and the Servicer shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage Loan File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto. The Servicer shall use its reasonable efforts to comply with the preceding sentence within five Business Days of the date that a Special Servicing Loan Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator of the Mortgage Loan until the Special Servicer has commenced the servicing of the Mortgage Loan, upon the occurrence and during the continuation of a Special Servicing Loan Event, which shall occur, in the case of a Special Servicing Loan Event, upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. The Special Servicer shall instruct the Borrower Parties to continue to remit all payments in respect of the Mortgage Loan to the Servicer. The Servicer shall forward any notices it would otherwise send to the Borrower Parties under the Mortgage Loan to the Special Servicer who shall send such notice to the Borrower Parties while a Special Servicing Loan Event has occurred and is continuing. The Servicer (or, while a Special Servicing Loan Event has occurred and is continuing, the Special Servicer) shall provide the Mezzanine Lender all default-related notices required under the Mezzanine Intercreditor Agreement, including, without limitation, in connection with any cure rights or purchase option. During the continuance of a Special Servicing Loan Event with respect to the Mortgage Loan, the Special Servicer shall determine the effect on net present value of

 


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various courses of action with respect to the Mortgage Loan, including without limitation, work-out of the Mortgage Loan or foreclosure on the Property and pursue, subject to the terms of this Agreement, the course of action that it determines would maximize recovery on the Mortgage Loan on a net present value basis. All net present value determinations shall be made in accordance with Section 1.3(c).

 

(d)          Upon determining that a Special Servicing Loan Event is no longer continuing, the Special Servicer shall immediately give notice thereof to the Companion Loan Holders, the Servicer, the Trustee and the Certificate Administrator, and upon giving such notice such Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the Mortgage Loan shall terminate and the obligations of the Servicer to service and administer the Mortgage Loan shall resume and the Special Servicer shall return all of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c) to the Servicer.

 

(e)         In making a Major Decision or in servicing the Mortgage Loan during the continuance of a Special Servicing Loan Event, the Special Servicer shall provide to the Certificate Administrator originals of documents entered into in connection therewith that are required to be included within the definition of “Mortgage Loan File” for inclusion in the Mortgage Loan File (to the extent such documents are in the possession of the Special Servicer) and copies of any additional related Mortgage Loan information, including written correspondence with the Borrower Parties, and the Special Servicer shall promptly provide copies of all of the foregoing to the Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer, provided that, such materials shall not include any Privileged Information.

 

(f)          During any period in which a Special Servicing Loan Event is continuing with respect to the Mortgage Loan, no later than 2:00 p.m. (New York time) the Business Day following the Determination Date, the Special Servicer shall deliver to the Servicer a written statement (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) and (ii) below of this Section 3.10(f)) describing (i) the amount of all payments on account of interest received on the Mortgage Loan, the amount of all payments on account of principal received on the Mortgage Loan, the amount of Insurance Proceeds, Condemnation Proceeds and Net Liquidation Proceeds received, the amount of any Foreclosure Proceeds received with respect to the Property, and the amount of net income or net loss, as determined from 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 rental income that does not constitute rents from real property with respect to, the Foreclosed Property, in each case in accordance with Section 3.15 and (ii) such additional information relating to the Mortgage Loan as the Servicer, the Certificate Administrator or the Trustee reasonably requests to enable it to perform its duties under this Agreement.

 

(g)          Notwithstanding the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment records with respect to the Mortgage Loan and shall provide the Special Servicer with any information reasonably required by the Special Servicer to perform its duties under this Agreement.

 


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(h)          Within 60 days after a Special Servicing Loan Event occurs, the Special Servicer shall prepare a report (the “Asset Status Report”) for the Mortgage Loan and deliver such report (in a format reasonably acceptable to the recipients and the Special Servicer) to the Controlling Class Representative (during any CCR Control Period and any CCR Consultation Period), to the Risk Retention Consultation Party, to each Companion Loan Holder, to the Servicer, and, in the case of a Final Asset Status Report, to the Certificate Administrator, and the 17g-5 Information Provider, in accordance with Section 8.14(b) (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)). Such Asset Status Report shall set forth the following information to the extent reasonably determinable:

 

(i)          summary of the status of the Mortgage Loan and any negotiations with the Borrowers and any Borrower Party;

 

(ii)       a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with Accepted Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the Mortgage Loan and whether outside legal counsel has been retained;

 

(iii)         the most current rent roll and income or operating statement available for the Property;

 

(iv)         the Special Servicer’s recommendations on how the Mortgage Loan might be returned to performing status or otherwise realized upon;

 

(v)          the appraised value of the Property together with the Appraisal or the assumptions used in the calculation thereof;

 

(vi)       the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed work-outs with respect thereto and the status of any negotiations with respect to such work-outs, and an assessment of the likelihood of additional Mortgage Loan Events of Default;

 

(vii)        a description of any proposed amendment, modification or waiver of a material term of any ground lease;

 

(viii)       a description of any actions taken or proposed actions to be taken;

 

(ix)         the alternative courses of action considered by the Special Servicer in connection with any actions taken or proposed actions to be taken;

 

(x)       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; and an analysis of whether or not taking such 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

 


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Servicer made such determination and (y) the net present value calculation (including the applicable discount rate used) and all related assumptions;

 

(xi)          a summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently effected by the Special Servicer; and

 

(xii)         such other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.

 

The Special Servicer shall: (x) deliver to the Certificate Administrator, in an electronic format reasonably acceptable to the Certificate Administrator and the Special Servicer, a proposed notice to Certificateholders that shall include a summary of any Final Asset Status Report (which shall be a brief summary of the current status of the Property and strategy with respect to the resolution and work-out of the Mortgage Loan), and the Certificate Administrator shall post such summary (but not the Asset Status Report) on the Certificate Administrator’s Website pursuant to Section 8.14(b); (y) deliver any Final Asset Status Reports to the 17g-5 Information Provider in an electronic format reasonably acceptable to the 17g-5 Information Provider (who shall post such Final Asset Status Report to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)); and (z) implement the applicable Final Asset Status Report in the form delivered to the 17g-5 Information Provider pursuant to the first paragraph of this Section 3.10(h). If the Special Servicer modifies any Asset Status Report that it has previously delivered, then, in connection therewith, the Special Servicer shall (i) deliver such modified Final Asset Status Report to the 17g-5 Information Provider in an electronic format reasonably acceptable to the 17g-5 Information Provider, which the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), (ii) deliver a summary of the modified Final Asset Status Report to the Certificate Administrator (in an electronic format reasonably acceptable to the Certificate Administrator), which the Certificate Administrator shall post on the Certificate Administrator’s Website pursuant Section 8.14(b), and (iii) implement such modified Final Asset Status Report in the form delivered to the 17g-5 Information Provider.

 

If during any CCR Control Period (i) the Controlling Class Representative affirmatively approves in writing an Asset Status Report or (ii) after ten Business Days from receipt of an Asset Status Report, together with all information in the possession of the Special Servicer that is reasonably necessary for the Controlling Class Representative to make a decision regarding the Asset Status Report, the Controlling Class Representative does not disapprove such Asset Status Report, then the Special Servicer shall take the recommended actions described in the Asset Status Report. Within ten Business Days after receipt of an Asset Status Report, together with all information reasonably requested by the Controlling Class Representative in the possession of the Special Servicer that is reasonably necessary to make a decision regarding the Asset Status Report, the Controlling Class Representative may object to such Asset Status Report.

 

During any CCR Control Period, if the Controlling Class Representative disapproves an Asset Status Report within the above-referenced ten Business Day period, then the Special Servicer shall revise such Asset Status Report and deliver such revised Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after such disapproval

 


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of the Asset Status Report by the Controlling Class Representative, to (i) the Controlling Class Representative (during any CCR Control Period and any CCR Consultation Period), (ii) the Servicer, and, (iii) solely in the case of a Final Asset Status Report, the Certificate Administrator and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)). During any CCR Control Period, the Special Servicer shall revise such Asset Status Report as provided in the prior sentence until the earlier of (a) the delivery by the Controlling Class Representative of an affirmative approval in writing of such revised Asset Status Report, and (b) the failure of the Controlling Class Representative to disapprove such revised Asset Status Report in writing within ten Business Days of its receipt thereof; provided that the Special Servicer may take actions with respect to the Property before the expiration of such ten Business Day period if the Special Servicer reasonably determines that failure to take such action before the expiration of such ten Business Day period would violate the Accepted Servicing Practices.

 

During any CCR Control Period, if the Controlling Class Representative has timely disapproved as required hereunder, but has not approved or been deemed to approve any revised Asset Status Report within 90 days from the submission of the initial Asset Status Report, then the Special Servicer and the Controlling Class Representative will use reasonable efforts to negotiate a mutually agreeable Asset Status Report during the next thirty (30) days, and if they are unable to reach an agreement within such 30-day period, the Special Servicer will take the action recommended in its most recently submitted Asset Status Report, provided, that such action does not violate Accepted Servicing Practices. The Asset Status Report and all modifications thereto shall be prepared in accordance with the Accepted Servicing Practices.

 

The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement the new action in such revised report so long as such revised report has been prepared, delivered, reviewed and either approved or not rejected as provided above.

 

During a CCR Consultation Period, the Special Servicer shall consult on a non-binding basis with the Controlling Class Representative in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and the Controlling Class Representative shall be permitted to propose alternative courses of action within 10 Business Days of receipt of each Asset Status Report. The Special Servicer shall consider any such alternative courses of action and any other feedback provided by the Controlling Class Representative (during any CCR Consultation Period but prior to a CCR Consultation Termination Period). The Special Servicer may revise the Asset Status Reports as it deems reasonably necessary in accordance with Accepted Servicing Practices to take into account any input and/or recommendations of the Controlling Class Representative (during a CCR Consultation Period but prior to a CCR Consultation Termination Period).

 

The Special Servicer may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless such action would be required in order to act in accordance with the Accepted Servicing Practices. During any CCR Control Period or any CCR Consultation Period, if the Special Servicer takes any action inconsistent with an Asset Status Report that has been adopted as provided above, the Special Servicer shall promptly notify, during any CCR Control Period or any CCR Consultation Period, the Controlling Class

 


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Representative of such inconsistent action and provide a reasonably detailed explanation of the reasons therefor.

 

The Special Servicer shall deliver to the Servicer, the Controlling Class Representative (during any CCR Control Period and any CCR Consultation Period), the 17g-5 Information Provider (which shall promptly post the same to the 17g-5 Information Provider’s Website) and, subject to Section 4.5, each Rating Agency a copy of each Final Asset Status Report, in each case with reasonable promptness following the adoption thereof and in an electronic format reasonably acceptable to the parties. Notwithstanding anything herein to the contrary: (i) the Special Servicer shall have no right or obligation to consult with or to seek and/or obtain consent or approval from any Controlling Class Representative prior to acting (and provisions of this Agreement requiring such consultation, consent or approval shall be of no effect) during the period following any resignation or removal of a Controlling Class Representative and before a replacement is selected and/or identified; and (ii) no advice, direction, objection or consultation from or by the Controlling Class Representative or the Risk Retention Consultation Party, as applicable, pursuant to or as contemplated by any provision of this Agreement, may (and neither the Special Servicer nor the Servicer shall follow any such advice, direction, objection or consultation that the Special Servicer or the Servicer, as applicable, has determined, in its reasonable, good faith judgment, would): (A) require or cause the Special Servicer or the Servicer to violate applicable law, the terms of the Mortgage Loan Documents or the Mezzanine Intercreditor Agreement or any Section of this Agreement, including the Special Servicer’s or the Servicer’s obligation to act in accordance with the Accepted Servicing Practices, (B) result in the imposition of federal income tax on the Trust, or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, (C) expose the Trust, any Certificateholder, any Companion Loan Holder, the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates, members, managers, officers, directors, employees or agents, to any material claim, suit or liability or (D) materially expand the scope of the Servicer’s or Special Servicer’s responsibilities under this Agreement or the scope of the Trustee’s or Certificate Administrator’s responsibilities under this Agreement.

 

(i)          During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the Borrower Parties and, subject to the rights of the Controlling Class Representative (during any CCR Control Period and any CCR Consultation Period), take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Asset Status Report.

 

(j)          Upon request of any Certificateholder (or any Beneficial Owner, if applicable), which constitutes a Non-Restricted Privileged Person and which shall have provided the Certificate Administrator with an Investor Certification in the form of Exhibit K-1, the Certificate Administrator shall mail or transmit electronically, without charge, to the address specified in such request a copy of the summary of any Final Asset Status Report. Notwithstanding anything to the contrary in this Agreement, a Certificateholder (or any Beneficial Owner, if applicable), which shall have provided the Certificate Administrator with an Investor Certification in the form of Exhibit K-2, shall only be entitled to receive a copy of the most current Distribution Date Statements and no other reports from the Certificate Administrator’s Website.

 


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(k)          During the continuance of a Special Servicing Loan Event, on the last day of each Collection Period the Special Servicer shall prepare and deliver to the Servicer the CREFC® Special Servicer Loan File and, to the extent required under the then current applicable CREFC®guidelines, CREFC® Special Servicer Property File with respect to the Mortgage Loan.

 

3.11         Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrowers to maintain (or if the Borrowers fail to maintain such insurance, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates, and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be maintained by the Borrowers under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the Borrowers to be in default with respect to the failure of the Borrowers to obtain, all-risk casualty insurance which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer (subject to the consent of the Controlling Class Representative during any CCR Control Period) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the related Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to the Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrowers shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust).

 

(b)        The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to any Foreclosed Property as the Borrowers are required to maintain with respect to such Property referred to in subsection (a) of this Section. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee as prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders,

 


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has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within 5 Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates.

 

(c)           The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining a master force placed or blanket insurance policy insuring against losses on the Property or Foreclosed Property, as the case may be, for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section 3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrowers, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance. If such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices.

 

(d)           Each of the 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 (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Moody’s or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any

 


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such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy.

 

Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy.

 

In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit account is at least “A-” or its equivalent by Fitch and at least “A(low)” or its equivalent by DBRS Morningstar.

 

(e)           No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Certificateholder, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Certificateholder on a confidential basis.

 

3.12         Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Property. (a) Upon a Mortgage Loan Event of Default, the Special Servicer on behalf of the Trust and the Companion Loan Holders (subject to the consent of the Controlling Class Representative during any CCR Control Period and consultation with the Controlling Class Representative during any CCR Consultation Period and the Risk Retention Consultation Party during any CCR Consultation Period and CCR Consultation Termination Period), subject to the terms of the Mortgage Loan Documents and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth in the Mortgage Loan Documents or otherwise available, including foreclosure or otherwise realization on the Property and the other collateral for the Mortgage Loan, in each case in accordance with Accepted Servicing Practices. In connection with any foreclosure, enforcement of the applicable Mortgage Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account as an expense of the Trust if consistent with Accepted Servicing Practices.

 

(b)           Such proposed acceleration of the Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Mortgage Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Mortgage Loan Event of Default), which the Special Servicer may do if such modification, waiver or amendment is

 


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consistent with Accepted Servicing Practices and does not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or constitute a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b).

 

(c)           In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore the Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Mortgage Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid as an expense of the Trust from the Collection Account if consistent with Accepted Servicing Practices.

 

(d)           Notwithstanding the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust and the Companion Loan Holders and thereby cause the Trust to be the beneficial owner of the Property, or take any other action with respect to such item that would cause the Trust, the Certificate Administrator or the Trustee, on behalf of the Trust, or any Companion Loan Holder to be considered to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the meaning of CERCLA or any comparable law, unless the Special Servicer has previously determined, based on a report prepared at the expense of the Trust by an independent person who regularly conducts site assessments for purchasers of comparable properties, that (i) the Property is in compliance with applicable Environmental Laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater recovery on a present value basis than not taking such actions and (ii) there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information Provider in electronic format and the 17g-5 Information Provider shall make such report available to the Rating Agencies and NRSROs pursuant to Section 8.14(b).

 

If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust and the Companion Loan Holders (as a collective whole as if the Trust and Companion Loan Holders constituted a single lender and taking into account the subordinate nature of the Junior Trust

 


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Note) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, then subject to the rights of the Mezzanine Lender, if applicable, and subject to the rights of (i) the Controlling Class Representative to consent to, and (ii) the Controlling Class Representative and/or the Risk Retention Consultation Party to consult in respect of, such action pursuant to the terms hereof, the Special Servicer shall take such proposed action.

 

The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account as an expense of the Trust if consistent with Accepted Servicing Practices.

 

(e)           The environmental site assessments contemplated by Section 3.12(d) shall be prepared by any Independent Person who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection Advance and shall be advanced by the Servicer unless the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance.

 

(f)          Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of the Trust any personal property (including any Collateral consisting of franchise agreements, intellectual property or equity interests in any entity or other non-real property Collateral) pursuant to this Section 3.12 unless:

 

(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 Servicer as a Property Protection Advance) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding.

 

(g)           Notwithstanding any acquisition of title to the Property following a Mortgage Loan Event of Default and cancellation of the Mortgage Loan, the Mortgage Loan shall be an REO Mortgage Loan and shall be deemed to remain outstanding and held in the Trust for purposes of all calculations hereunder, including the application of collections and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Mortgage Loan shall be deemed to remain outstanding, (i) it shall be assumed that the unpaid principal balance of the Mortgage Loan immediately after any discharge is equal to the unpaid principal balance of the Mortgage Loan immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(b).

 


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(h)           The Special Servicer shall notify the Servicer of abandoned or foreclosed property that requires reporting to the IRS and shall provide the Servicer with all information regarding forgiveness of indebtedness and required to be reported with respect to any item in the Trust Fund which is abandoned or foreclosed and the Servicer shall report to the IRS and the related Borrower, in the manner required by applicable law, such information and the Servicer shall report, via Form 1099A and 1099C, all forgiveness of indebtedness and foreclosure and abandonments to the extent such information has been provided to the Servicer by the Special Servicer. The Special Servicer shall deliver to the Servicer its standard Form 1099 Template Workbook (as defined in the CREFC 1099 Best Practices publication) for all such items in the Trust Fund on or before January 20 of each calendar year or, if such date is not a Business Day, on the preceding Business Day. Upon request, the Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.

 

3.13         Certificate Administrator to Cooperate; Release of Items in Mortgage Loan File. From time to time and as appropriate for the servicing of the Mortgage Loan or foreclosure of or realization on the Property, the Certificate Administrator shall, upon request of the Servicer or the Special Servicer and delivery to the Certificate Administrator of a request for release in the form of Exhibit B hereto, release or cause its Custodian to release any items from the Mortgage Loan File to the Servicer or the Special Servicer, as the case may be, within the lesser of (i) seven calendar days and (ii) five Business Days of its receipt of the related receipt for release, and the Trustee shall execute such documents furnished to it as shall be necessary to the prosecution of any such proceedings. Such receipt for release shall obligate the Servicer or the Special Servicer to (and the Servicer or the Special Servicer, as applicable, shall) return such items to the Certificate Administrator (or a Custodian appointed by it) when the need therefor by the Servicer or the Special Servicer no longer exists. The Certificate Administrator shall not have any responsibility or duty with respect to any item in the Mortgage Loan File while not in its (or its Custodian’s) physical possession (provided that such item in the Mortgage Loan File was properly released in accordance with this Agreement), it being understood and agreed that possession by the Certificate Administrator of any Collateral Security Documents shall not be imputed to the Certificate Administrator at any time such Collateral Security Documents have been properly released pursuant to the terms hereof.

 

3.14         Title and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the Certificateholders and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of Citigroup Commercial Mortgage Trust 2020-555, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on

 


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behalf of the Trust and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Certificateholders and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi).

 

(b)           The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to the Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6.

 

(c)           The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices. The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B).

 

The Special Servicer shall deposit or cause to be deposited on each Business Day in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to:

 

(i)       all insurance premiums due and payable in respect of such Foreclosed Property;

 

(ii)      all taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in the imposition of a lien thereon; and

 

(iii)     all costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any.

 


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To the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices.

 

(d)           The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that:

 

(i)          the terms and conditions of any such contract shall not be inconsistent herewith;

 

(ii)      any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and

 

(iii)       none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property.

 

The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an 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. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.

 

(e)           On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net

 


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of expenses paid therefrom and amounts reasonably expected to be needed to fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital, repairs, replacements and necessary capital improvements and other related expenses.

 

3.15         Sale of Foreclosed Property.

 

(a) In the event that title to the Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15.

 

(b)           [Reserved.]

 

(c)           Subject to the consent and consultation rights of the Controlling Class Representative and the consultation rights of the Risk Retention Consultation Party, the Special Servicer shall accept the highest cash offer for Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal to the portion of the Repurchase Price attributable to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consultation rights of the Risk Retention Consultation Party and consent and consultation rights of the Controlling Class Representative, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that

 


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rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single lender and taking into account the subordinate nature of the Junior Trust Note), and the Special Servicer may accept a lower cash offer (from any person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single lender and taking into account the subordinate nature of the Junior Trust Note).

 

(d)           Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificateholders or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan Holders) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any liability to any Certificateholder or Companion Loan Holder with respect to the purchase price thereof accepted by the Special Servicer or the Trustee.

 

(e)           The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).

 

(f)            Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to the Servicer who shall provide (to the extent received from the Special Servicer) to the Companion Loan Holders, the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request.

 

(g)           The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

 

3.16         Sale of the Mortgage Loan.

 


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(a)           (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for the Property. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, the Controlling Class Representative (during any CCR Control Period and any CCR Consultation Period) and the Risk Retention Consultation Party (during any CCR Consultation Period and any CCR Consultation Termination Period) of the occurrence of such Special Servicing Loan Event, and the Special Servicer shall, within the time period specified in the Mezzanine Intercreditor Agreement, but in any event no later than five Business Days after receipt of such notice, so notify the Mezzanine Lender of the occurrence of such Special Servicing Loan Event thereby triggering the Mezzanine Lender’s purchase option rights under the Mezzanine Intercreditor Agreement). Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of the Mezzanine Lender to purchase the Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and Companion Loan Holders (as a collective whole, as if the Trust and the Companion Loan Holders constituted a single lender and taking into account the subordinate nature of the Junior Trust Note) on a net present value basis. The Special Servicer shall provide the Trustee, the Certificate Administrator, the Controlling Class Representative (during any CCR Control Period and any CCR Consultation Period) and the Risk Retention Consultation Party (during any CCR Consultation Period and any CCR Consultation Termination Period) not less than 5 Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price or, if it has received no offer at least equal to the Repurchase Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase Price. Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.

 

(ii)      In the absence of any offer at least equal to the Repurchase Price (or purchase by the Special Servicer for the Repurchase Price), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), the Risk Retention Consultation Party, any Borrower Restricted Party, the Property Manager, any independent contractor engaged by the Special Servicer, a holder of the Mezzanine Loan, any depositor related to an Other

 


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Securitization Trust, the master servicer, special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, and any Companion Loan Holder (except to the extent described below) or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage 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 costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan.

 

(iii)     The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single lender and taking into account the subordinate nature of the Junior Trust Note). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single lender and taking into account the subordinate nature of the Junior Trust Note) (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 the Mortgage Loan prior to the latest Rated Final Distribution Date.

 

(iv)    Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions.

 


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(v)     Any sale of the Mortgage Loan shall be subject to any applicable consent and/or consultation rights of the Controlling Class Representative and the Risk Retention Consultation Party set forth in Section 9.3.

 

(b)           The right of the Special Servicer to purchase or sell the Mortgage Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement, (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (iv) the Mezzanine Lender exercises its purchase option under the Mezzanine Intercreditor Agreement. Notwithstanding the foregoing, the sale by the Special Servicer of the Mortgage Loan is subject to the rights of the Mezzanine Lender to exercise its option to purchase the Mortgage Loan following a default and cure a default as described under the Mezzanine Intercreditor Agreement (and such purchase price is subject to the terms of the Mezzanine Intercreditor Agreement).

 

(c)              Any sale of the Mortgage Loan shall be for cash only.

 

(d)           Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and each Companion Loan Holder (or its representative) will be permitted to make offers to purchase, and either such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.

 

3.17         Servicing Compensation. The Servicer shall be entitled to receive the Servicing Fee with respect to the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan) payable monthly from the Collection Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be entitled to retain as compensation any late payment charges (to the extent not applied to pay Advance Interest or Trust Fund Expenses) and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the

 


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Borrowers for such purpose, any late payment fees (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, any defeasance fees, release fees, Modification Fees, insufficient fund fees, Consent Fees, loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan Documents and this Agreement; provided, that, in the absence of a Special Servicing Loan Event, if consent of the Special Servicer is required, the Servicer and Special Servicer shall share the related fees, including assumption fees (but not including assumption application fees), release fees, Modification Fees and Consent Fees, equally; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges with respect to the Mortgage Loan, if a default thereunder or Mortgage Loan Event of Default is continuing, unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Mortgage Loan have been paid and all interest on Advances and Companion Loan Advances has been paid. In addition, prior to paying the Servicer Default Interest or late payment charges as Additional Servicing Compensation, such amounts shall be applied toward the payment of unpaid Trust Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees).

 

Midland Loan Services, a Division of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Right shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Right in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit T-1 to this Agreement, and (iii) the prospective transferee shall have delivered to Midland Loan Services, a Division of PNC Bank, National Association and the Depositor a certificate substantially in the form attached as Exhibit T-2 to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator or the Certificate Registrar is obligated to register or qualify the Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of the Excess Servicing Fee Right without registration or qualification. Midland Loan Services, a Division of PNC Bank, National Association and each holder of the Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Fee Right shall, and Midland Loan Services, a Division of PNC Bank, National Association hereby agrees, and each such holder of the Excess Servicing Fee Right by its acceptance of the Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws

 


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or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of the Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose any information received in connection with its acquisition and holding of the Excess Servicing Fee Right in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Fee Right or any Certificate pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of the Excess Servicing Fee Right, the Person then acting as the Servicer shall pay, out of each amount paid to such Servicer as Servicing Fees with respect to the Mortgage Loan (including as an REO Mortgage Loan), the Excess Servicing Fees to the holder of the Excess Servicing Fee Right within one (1) Business Day following the payment of such Servicing Fees to the Servicer, in each case in accordance with payment instructions provided by such holder in writing to the Servicer. The holder of the Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Depositor, the Special Servicer, the Trustee or the Custodian shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.

 

If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Mortgage Loan or an REO Mortgage Loan for so long as such Special Servicing Loan Event continues as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Special Servicer if such expenses were incurred by the Special Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”).

 

If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrowers negotiated by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal and interest made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur.

 

If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into with respect to the Specially Serviced Mortgage Loan and before the Special Servicing Loan Event is terminated, the terminated or resigning Special Servicer shall retain the right to receive any and all Work-out Fees on all payments of principal and interest made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect to such Work-out Fee. No Work-out Fee shall be payable to the Special Servicer if the Mezzanine

 


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Lender purchases the Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement or the Loan Seller repurchases the Mortgage Loan (or an allocable part thereof) or makes a Loss of Value Payment pursuant to the Trust Loan Purchase Agreement. However, a Liquidation Fee may be payable with respect to such events subject to the provisions below.

 

In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or any Foreclosed Property, as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds, except that no Liquidation Fee shall be payable in connection with the circumstances described in clauses (i) through (v) of the definition of “Liquidation Fee.” The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds.

 

Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a).

 

During the continuance of a Special Servicing Loan Event, the Special Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Borrowers for such purpose, any late payment fees (to the extent not applied pursuant to Section 3.4(c)), Default Interest (to the extent not applied pursuant to Section 3.4(c)), assumption fees, assumption application fees, Consent Fees, release fees, Modification Fees, restructure fees, loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected (to the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Mortgage Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement and, if the Special Servicer’s consent is required on any action related to the Mortgage Loan prior to a Special Servicing Loan Event, then the Servicer and the Special Servicer will equally share the related fees, including assumption fees (but not assumption application fees), release fees, Modification Fees and Consent Fees. In addition, prior to paying the Special Servicer Default Interest or late payment charges as Additional Servicing Compensation, such amounts shall be applied toward the payment of unpaid Trust Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees).

 

Notwithstanding anything herein to the contrary, with respect to any amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Property shall be offset by any Modification Fees collected or earned by the Special Servicer within the prior 24 months (determined as of the closing date of the work-out or liquidation as to which the subject Work-out Fee or Liquidation Fee became payable) in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee.

 


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If the Special Servicer is terminated (other than for cause) or resigns for any reason, and it commenced the process of liquidation of the Property or Foreclosed Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Loan), the Special Servicer will receive a portion of any Liquidation Fee that becomes payable with respect to the Mortgage Loan or the Property or Foreclosed Property that was being administered by the Special Servicer at the time of such termination or resignation. The terminated/resigning Special Servicer and the successor Special Servicer will apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the Liquidation Fee, provided, that if the terminated/resigning Special Servicer and the successor Special Servicer cannot agree on an apportionment of the Liquidation Fee, the Liquidation Fee will be apportioned on the basis of the number of months the terminated/resigning Special Servicer and the successor Special Servicer administered the Mortgage Loan over a period commencing on the date of the Special Servicing Loan Event and ending on the date of the final liquidation of the Mortgage Loan or the Property or Foreclosed Property.

 

The Servicer and the Special Servicer shall use efforts consistent with Accepted Servicing Practices to collect from the Borrowers the amount of any fees and other expenses payable by the Borrowers under the Mortgage Loan Documents, including, without limitation, Borrower Reimbursable Trust Fund Expenses, including exercising all remedies available under the Mortgage Loan Documents that would be in accordance with the Accepted Servicing Practices.

 

Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust by the Borrower Parties (to the extent the Borrower Parties are required to do so under the Mortgage Loan Agreement); (ii) failure of the Borrower Parties to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust or as an Advance.

 

Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the Servicing Fee (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.

 

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)

 


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from any Person (including, without limitation, the Trust, the Borrower, the Property Manager, the Sponsor, the Guarantor in respect of the Mortgage Loan and any purchaser of the Mortgage Loan or any Foreclosed Property) in connection with the disposition, work-out or foreclosure of the Mortgage Loan, the management or disposition of any Foreclosed Property or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.17; provided that such prohibition will not apply to the Permitted Special Servicer/Affiliate Fees.

 

3.18     Reports to the Certificate Administrator; Account Statements. (a) The Servicer shall prepare, or cause to be prepared, and deliver to the Certificate Administrator, in an electronic format reasonably acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices, not later than (i) 5:00 p.m. (New York time) two Business Days prior to each Distribution Date, the CREFC® Loan Periodic Update File and (ii) 2:00 p.m. (New York time) on the Remittance Date, the remaining CREFC® Reports (except the CREFC® Bond Level File, the CREFC® Collateral Summary File, the CREFC® Special Servicer Loan File, CREFC® Special Servicer Property File, the CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet). In connection with the preparation of its CREFC® Reports, the Servicer shall provide the Certificate Administrator with the CREFC® Licensing Fee Rate and the amount of CREFC® Licensing Fee paid to CREFC® for the related Distribution Date for inclusion in the Distribution Date Statement.

 

The CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet shall be prepared by the Servicer
(with respect to the Performing Mortgage Loan) or the Special Servicer (with respect to the Specially Serviced Mortgage Loan and
any Foreclosed Property) and provided or made available by the Special Servicer to the Servicer (in the case of any CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet relating to the Specially Serviced
Mortgage Loan or any Foreclosed Property) and made available to the Certificate Administrator by the Servicer (to the extent prepared
by and received from the Special Servicer in the case of any CREFC® Operating Statement Analysis Report and the
CREFC® NOI Adjustment Worksheet relating to the Specially Serviced Mortgage Loan or any Foreclosed Property) on
the Servicer’s Internet website (www.pnc.com/midland), on a quarterly and annual basis (commencing with the quarter ending
June 30, 2020 and year ending December 31, 2020, each within 60 days after receipt by the Servicer or the Special Servicer, as
applicable), within 60 days after receipt by the Servicer or the Special Servicer, as applicable, of the financial statements,
operating statements, rent rolls, or other information required to prepare (or, if previously prepared, update) the CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet, but shall not be deemed to
have been received by the Certificate Administrator until such time as it is actually received; provided, however,
that, with respect to each CREFC® Operating Statement Analysis Report only, any analysis or report with respect
to the first calendar quarter of each year shall not be required to the extent provided in the then current applicable CREFC®
guidelines.

 

The Servicer shall furnish to the Certificate Administrator in electronic format the CREFC® Reports produced by it pursuant to this Agreement not later than the time period specified in this Section 3.18(a), and the Certificate Administrator shall, in turn, deliver such CREFC® Reports to the 17g-5 Information Provider (who shall promptly post the same to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)).

 


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(b)        The Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer by the Borrower Parties pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer, Loan Seller or Depositor pursuant to this Agreement. None of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be responsible for the completeness or accuracy of the information provided by any other Person (except that the Servicer shall use efforts consistent with Accepted Servicing Practices to correct patent errors).

 

(c)        The Servicer and the Special Servicer shall each provide to the Certificate Administrator (and, if the Special Servicer is the providing party, to the Servicer) electronic copies of the operating statements and other periodic Property reports it receives from the Borrowers pursuant to the Mortgage Loan Agreement, in each case in a format reasonably acceptable to the recipient and provider of the information and within a reasonable period of time after so received and only to the extent so received.

 

(d)        The Servicer or Special Servicer, as applicable, shall deliver to each Companion Loan Holder (provided it has received written notice of the contact information thereof) all reports that it is delivering to the Certificate Administrator pursuant to this Section 3.18, with each such delivery (which may be made electronically) to be made concurrently with the corresponding delivery to the Certificate Administrator (but, in the case of the CREFC® Reports referenced in the first paragraph of Section 3.18(a), no later than the Remittance Date for the applicable Companion Loan).

 

(e)        With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Certificate Administrator, without charge and within two (2) Business Days following the related Determination Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period; provided, that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.

 

3.19     Annual Statement as to Compliance. On or before April 15 of each year, commencing in 2021, the Servicer and the Special Servicer, each at its own expense, shall furnish (and each such party shall with respect to each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loan, cause such Servicing Function Participant to furnish) to the Trustee, the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)), the Depositor and Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)) (in each case in an electronic format reasonably acceptable to such person) a report on an assessment of compliance with the Applicable Servicing Criteria that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of and for the period ending the end of the

 


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most recent fiscal year, including, if there has been any material instance of noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 3.19 shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator by posting such Compliance Report to the Certificate Administrator’s Website pursuant to Section 8.14(b). For the avoidance of doubt, neither the Trustee nor the Certificate Administrator shall have any obligation or duty to determine whether any such report on assessment of compliance is in form and substance in compliance with the requirements of Regulation AB.

 

No later than 30 days after the end of each fiscal year for the Trust, the Servicer and the Special Servicer shall notify the Certificate Administrator and the Depositor as to the name of each Servicing Function Participant utilized by it, in each case, and each such notice shall specify what specific Servicing Criteria shall be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Servicer and the Special Servicer submit their assessments to the Certificate Administrator, such parties, as applicable, shall also at such time include the assessment (and related attestation pursuant to Section 3.20) of each Servicing Function Participant engaged by it.

 

In the event the Servicer or the Special Servicer 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 the Servicer and the Special Servicer shall, with respect to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant to provide) an annual assessment of compliance pursuant to this Section 3.19, coupled with an attestation as required in Section 3.20 in respect to the period of time that the Servicer or the Special Servicer was subject to this Agreement or the period of time that the Servicing Function Participant was subject to such other servicing agreement.

 

On or before April 15 of each year, commencing in 2021, each of the Servicer and the Special Servicer, each at its own expense, shall furnish (and each party shall with respect to each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loan (to the extent the same would have been required by Item 1108(a)(2)(i)-(iii) of Regulation AB if the Trust and the securitization transaction contemplated by this Agreement were required to comply with Regulation AB), cause such Servicing Function Participant to furnish) to the Trustee, the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)), the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)) and the Depositor (in electronic format reasonably acceptable to each such Person), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Person’s activities during the preceding calendar year or portion thereof and of such Person’s performance under this Agreement, or the applicable sub-servicing agreement, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Person has fulfilled all its obligations under this Agreement, or the applicable sub-

 


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servicing agreement, in all material respects throughout such calendar 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. The obligations of each Person under this Section apply to each such Person that serviced the Mortgage Loan during the applicable period, whether or not the Person is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 3.19 shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator posting such Compliance Report to the Certificate Administrator’s Website pursuant to Section 8.14(b). For the avoidance of doubt, neither the Trustee nor the Certificate Administrator shall have any obligation or duty to determine whether any such report on assessment of compliance is in form and substance in compliance with the requirements of Regulation AB.

 

3.20     Annual Independent Public Accountants’ Servicing Report. On or before April 15 of each year, commencing in 2021, the Servicer and the Special Servicer, each at its own expense, shall cause (and the Servicer and the Special Servicer shall, with respect to each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loan, cause them to cause) a registered public accounting firm (which may also render other services to the Servicer, the Special Servicer 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 Depositor, the Trustee, the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) (in electronic format reasonably acceptable to each such Person), to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Applicable Servicing Criteria. 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 accountant’s attestation report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report shall be available for general use and not contain restricted use language. Copies of all statements delivered pursuant to this Section 3.20 shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator posting such statement to the Certificate Administrator’s Website pursuant to Section 8.14(b).

 

3.21     Access to Certain Documentation Regarding the Mortgage Loan and Other Information.

 

(a)        The Certificate Administrator, with respect to the items listed in clauses (i) – (xiii) below (to the extent such items are in its possession or the possession of a Custodian appointed by it), shall make or cause to be made available at its applicable

 


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Corporate Trust Office, or at the office of a Custodian, upon reasonable advance notice and during normal business hours, for review by Non-Restricted Privileged Persons (or, solely in the case of the Distribution Date Statement, all Privileged Persons), originals or copies of, among other things, the following items, to the extent provided to and in the possession of the Certificate Administrator or a Custodian appointed by it (except to the extent not permitted by applicable law or under any of the Mortgage Loan Documents), (i) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator after the Closing Date, the Trust Loan Purchase Agreement and any amendments and exhibits thereto, (ii) all Distribution Date Statements prepared by, and all CREFC® Reports delivered to, the Certificate Administrator, as applicable, (iii) all annual officers’ certificates and accountant’s reports required to be delivered by the Borrowers to the Servicer and by the Servicer to the Special Servicer, the Trustee and the Certificate Administrator since the Closing Date regarding compliance with the relevant agreements, (iv) the most recent property inspection report prepared by or on behalf of the Servicer or Special Servicer, as applicable, in respect of the Property, (v) the most recent operating statements, if any, collected by or on behalf of the Servicer with respect to the Property, (vi) the Mortgage Loan Documents and any and all modifications, waivers or amendments of the terms of any of the Mortgage Loan Documents entered into by the Servicer or Special Servicer, as applicable, and delivered to the Certificate Administrator (or a Custodian appointed by it), (vii) any and all Officer’s Certificates and other evidence delivered to the Trustee and the Certificate Administrator to support the determination of the Servicer, the Special Servicer or the Trustee, as applicable, that any Advance was, or if made would be, a Nonrecoverable Advance, (viii) the reports to be furnished by the Borrowers, (ix) any and all notices and reports delivered to the Certificate Administrator with respect to the Property as to which the environmental testing revealed environmental issues, (x) the summary of any Final Asset Status Report delivered to the Certificate Administrator, (xi) the annual, quarterly and monthly operating statements, if any collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for the Property, (xii) notices of all Servicer or Special Servicer terminations or resignations (and appointments of successors to the Servicer or the Special Servicer), and (xiii) the Offering Circular. Copies of any and all of the foregoing items shall be available (i) on the Certificate Administrator’s Website or (ii) to the extent not available at the Certificate Administrator’s Website or otherwise made available electronically, at the Corporate Trust Office of the Certificate Administrator or at the offices of the Custodian, as applicable, upon written request; provided, however, the Certificate Administrator or the Custodian, as applicable, shall be permitted to require payment of a sum sufficient to cover reasonable costs and expenses of providing such copies.

 

(b)        Certain information concerning the Mortgage Loan and the Certificates (such as the Distribution Date Statements and the CREFC® Reports) shall be provided by the Certificate Administrator to third parties (including, but not limited to, Bloomberg, L.P., Trepp, LLC, Markit Group Limited, BlackRock Financial Management, Inc., CMBS.com.Inc. and Intex Solutions, Inc.) with the consent of the Depositor and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator. The Depositor hereby consents to such provision of information by the Certificate Administrator.

 

(c)        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

 


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information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in a format acceptable to the 17g-5 Information Provider in accordance with Section 8.14(b). In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.

 

3.22     Inspections. The Servicer shall inspect or cause to be inspected the Property not less frequently than once each year commencing in 2021, so long as a Special Servicing Loan Event is not then continuing. The Special Servicer shall inspect or cause to be inspected the Property as soon as practicable following the occurrence of a Special Servicing Loan Event and annually for so long as a Special Servicing Loan Event is continuing. The Servicer or the Special Servicer, as applicable, shall further inspect, or cause to be inspected, the Property whenever it receives information that the Property has been materially damaged, left vacant, or abandoned, or if waste is being committed thereto. All such inspections shall be performed in such manner as shall be consistent with Accepted Servicing Practices. The cost of the annual inspections referred to in the first sentence of this paragraph performed by the Servicer shall be an expense of the Servicer. The cost of all additional inspections performed by the Servicer and all inspections, including any annual inspection, performed by the Special Servicer, shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance (and, in such case, as an expense of the Trust). The Servicer or the Special Servicer, as the case may be, shall prepare a written report of inspection and deliver it to the Certificate Administrator in electronic format reasonably acceptable to the Certificate Administrator. The Certificate Administrator shall post such report on the Certificate Administrator’s Website pursuant to Section 8.14(b).

 

3.23     Advances. (a) In the event that all or any portion of a Monthly Debt Service Payment (or an Assumed Monthly Interest Payment, as applicable) representing interest due or deemed due on the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during any calendar month has not been received by the close of business on the Business Day immediately preceding the Remittance Date in such calendar month, then the Servicer, subject to its or the Special Servicer’s determination that such amounts (together with interest thereon at the Advance Interest Rate) are not Nonrecoverable Advances, shall on the Remittance Date in such calendar month make an advance for remittance to the Certificate Administrator for deposit into the Distribution Account, in an amount equal to all or such portion of such Monthly Debt Service Payment (or Assumed Monthly Interest Payment, as applicable) (in each case other than the principal portion of the Balloon Payment, Default Interest and net of the Servicing Fee which shall not be paid to the Servicer until funds are available in the Collection Account for payment of such fee) due or deemed due on the Trust Loan that was delinquent as of close of business on the Business Day immediately preceding such Remittance Date in such calendar month; provided, that neither the Servicer nor any other party shall be entitled to interest accrued on the amount of any Monthly Interest Payment Advance with respect to the Trust Loan if the related Monthly Debt Service Payment (or, if applicable, the Assumed Monthly Interest Payment) in respect of the Trust Loan is received by the Servicer or the Certificate Administrator, as applicable, by 2:00 p.m. (New York time) on the Remittance Date on which the Monthly Interest Payment Advance is to be made. The Servicer shall also advance in respect of each Payment Date (or Assumed Payment Date) following a delinquency in the payment of the Balloon Payment of the Trust Loan or foreclosure (or

 


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acceptance of a deed-in-lieu of foreclosure or comparable conversion) of the Trust Loan not later than the related Remittance Date, to the Certificate Administrator for deposit in the Distribution Account, the amount of any Assumed Monthly Interest Payment deemed due with respect to the Trust Loan on such Payment Date (or Assumed Payment Date) (excluding the principal portion of the Balloon Payment and Default Interest). For the avoidance of doubt, in the event that the amount of interest on the Trust Loan is reduced as a result of any modification to the Trust Loan, any Monthly Interest Payment Advance made with respect to such modified Trust Loan shall be in such amounts as may be required as a result of such reduction. The Servicer shall maintain a record of each Monthly Interest Payment Advance it has made pursuant to this Section 3.23(a) on the Trust Loan and shall notify the Certificate Administrator thereof in the appropriate CREFC® Reports in order to permit allocation thereof pursuant to Section 3.4 and Section 3.5. In the event that the Servicer does not remit any amounts required to be remitted to the Certificate Administrator on each Remittance Date (including any amounts required to be remitted pursuant to Section 3.5 and any required Monthly Interest Payment Advance) to the Certificate Administrator for deposit in the Distribution Account on the Remittance Date, the Servicer shall pay to the Certificate Administrator interest on such amounts at the federal funds rate for the period from and including the Remittance Date to but excluding the Distribution Date or, if earlier, the actual remittance date.

 

The Servicer shall have no obligation to make any Monthly Interest Payment Advance for any Companion Loan or REO Companion Loan.

 

At any time that an Appraisal Reduction Amount exists, the amount that would otherwise be required to be advanced by the Servicer in respect of delinquent payments of interest on the Trust Loan shall be reduced by multiplying such amount to be advanced by a fraction, the numerator of which is the then outstanding principal balance of the Trust Loan minus the portion of the Appraisal Reduction Amount allocable to the Trust Loan, and the denominator of which is the then outstanding principal balance of the Trust Loan.

 

The Certificate Administrator shall notify the Servicer and the Trustee by telephone and electronically if as of 3:00 p.m., New York City time, on the Remittance Date, if the Certificate Administrator has not received the amount of a Monthly Interest Payment Advance required pursuant to this Section 3.23(a). In addition, the Certificate Administrator shall notify the Trustee by telephone and electronically if as of 11:00 a.m., New York City time, on any Distribution Date if the Servicer has not made the Monthly Interest Payment Advance required to have been made on the related Remittance Date pursuant to this Section 3.23(a).

 

Notwithstanding the foregoing provisions of this Section 3.23(a) or any other contrary provisions of this Agreement, any portion of a Monthly Interest Payment Advance intended to cover the CREFC® Licensing Fee shall be advanced directly to CREFC® on the applicable Remittance Date.

 

If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special

 


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Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring such Property Protection Advance.

 

(b)        Subject to Section 3.23(e), the Servicer shall advance regarding the Mortgage Loan for the benefit of the Certificateholders and the Companion Loan Holders, to the extent such amount is not determined to be nonrecoverable (and the Special Servicer has not determined that such Advance would be a Nonrecoverable Advance), all customary and reasonable out-of-pocket costs and expenses incurred by the Servicer or the Special Servicer in the performance of its servicing obligations, including, but not limited, to the costs and expenses incurred in connection with (i) the preservation, restoration, operation and protection of the Property which, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are necessary to prevent an immediate or material loss to the Trust’s and the Companion Loan Holders’ interest in the Property, (ii) the payment of (A) real estate taxes, assessments, and governmental charges that may be levied or assessed against any Borrower Party or any of its affiliates or the Property or revenues therefrom or which become liens on the Property, (B) ground lease rents and other amounts required to be paid under ground leases, (C) Insurance Premiums and (D) the out-of-pocket costs and expenses of the Servicer or the Special Servicer, as applicable (including, without limitation, reasonable attorneys’ fees and expenses) to the extent not paid by or on behalf of the Borrowers that are incurred in connection with certain Borrower requests pursuant to the Mortgage Loan Agreement, including regarding assumption of the Mortgage Loan or a release of the Property from the lien of the Mortgage, (iii) any enforcement or judicial proceedings, including foreclosures and including, but not limited to, court costs, reasonable attorneys’ fees and expenses and costs for third party experts, including Independent Appraisers, environmental and engineering consultants, (iv) the out-of-pocket costs and expenses of the Special Servicer with respect to inspections of the Property and (v) the management, operation and liquidation of the Property if the Property is acquired by the Special Servicer or its affiliate in the name of the Trustee (collectively, “Property Protection Advances”). In addition, subject to Section 3.23(e), the Servicer shall make certain administrative advances (collectively, “Administrative Advances”) with respect to the Trust Loan, to the extent that (i) the Servicer determines that such advances are recoverable from collections on the Trust Loan (provided that the Special Servicer has not determined that such Advance would be a Nonrecoverable Advance), (ii) the items for which such advances are made would not otherwise be advanced by the Servicer as a Property Protection Advance pursuant to this Section 3.23(b), and (iii) the items for which such advances are to be made constitute unpaid Borrower Reimbursable Trust Fund Expenses (other than indemnification payments). For the avoidance of doubt, notwithstanding any other provision herein, the Servicer shall not be obligated to make any Administrative Advance or Property Protection Advance that it determines (and shall not be permitted to make any Administrative Advance or Property Protection Advance that the Special Servicer determines (as set forth in a written notice to the Servicer)), together with interest on such Administrative Advance at the Advance Interest Rate, would constitute a Nonrecoverable Advance if made. During the continuation of a Special Servicing Loan Event, the Special Servicer shall give the Servicer and the Trustee not less than five Business Days’ written notice before the date on which the Servicer is requested to make any Property Protection Advance or Administrative Advance with respect to the Mortgage Loan or any Foreclosed Property; provided, however, that only three Business Days’ written notice shall be required in respect of Property Protection Advances required to be made on an urgent or

 


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emergency basis (which may include, without limitation, Property Protection Advances required to make tax or insurance payments). In addition, the Special Servicer shall provide the Servicer with such information in its possession as the Servicer may reasonably request to enable the Servicer to determine whether a requested Property Protection Advance or Administrative Advance, as the case may be, would constitute a Nonrecoverable Advance. Subject to Section 6.3, notwithstanding anything herein to the contrary, if the Special Servicer requests that the Servicer make an Advance, the Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Advance. The Servicer shall notify the Trustee in writing promptly upon, and in any event within one Business Day after, becoming aware that it will be unable to make any Property Protection Advance or Administrative Advance required to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Advance, the Person to whom it will be paid, and the circumstances and purpose of such Advance, and shall set forth therein information and instructions for the payment of such Advance. If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring such Property Protection Advance.

 

(c)        To the extent the Servicer fails to make an Advance that it is required to make under this Agreement and upon knowledge of a Responsible Officer of the Trustee, the Trustee shall be required to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and the Trustee (pursuant to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this Agreement, and shall continue to apply after any modification or amendment of the Mortgage Loan pursuant to Section 3.24 hereof, beyond the Maturity Date of the Mortgage Loan if a payment default shall have occurred on such date and through any court appointed stay period or similar payment delay resulting from any insolvency of any Borrower Party or related bankruptcy, notwithstanding any other provision of this Agreement, other than the requirement of recoverability, and shall continue, subject to the requirement of recoverability, until the earlier of (i) the payment in full of all the Mortgage Loan and (ii) the date on which the Property becomes liquidated.

 

(d)        Subject to the proviso to the first sentence of Section 3.23(a), interest on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding at a rate of interest equal to the Advance Interest Rate for each such day (or the most recent day on which the Advance Interest Rate was reported, if not reported on such day) on the basis of a year of 360-days and the actual number of days elapsed in a month. Interest on the Advances, if unreimbursed, shall compound annually.

 

(e)        Notwithstanding any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make an Advance only to the extent that the Servicer or the Special Servicer (in accordance with Accepted Servicing Practices) or the Trustee (based on reasonable business judgment) has determined that such Advance, together with interest thereon at the Advance Interest Rate, would not constitute a Nonrecoverable

 


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Advance if made, and each of the Servicer and the Trustee may conclusively rely on any determination by the Special Servicer (which determination shall be made by the Special Servicer in accordance with Accepted Servicing Practices) that any proposed Advance would, if made, be a Nonrecoverable Advance. In determining whether a Monthly Interest Payment Advance would constitute a Nonrecoverable Advance, the Servicer will be entitled to give due to regard to, among other factors, the subordinate nature of Junior Trust Note to the Senior Trust Note and the Companion Loans and of recoveries of Monthly Interest Payment Advances thereon. In making such non-recoverability determination, the Servicer or the Special Servicer (in accordance with Accepted Servicing Practices) or the Trustee (based on reasonable business judgment), as applicable, shall be entitled to consider (among other things) the obligations of the Borrowers under the terms of the Mortgage Loan as it may have been modified, to consider (among other things) the Property in its “as-is” or then current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to the Property, to estimate and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries (and, in the case of a potential Monthly Interest Payment Advance on the Junior Trust Note, the subordinate nature thereof and of recoveries thereon relative to the Senior Trust Note and Companion Loans). The Trustee and the Servicer, in that order, shall be entitled to reimbursement for any such Advances from the Collection Account and shall obtain such reimbursement in accordance with Section 3.4(c). If the context requires, each reference to the reimbursement or payment of an Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Interest Rate through the date of payment or reimbursement. If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring such Property Protection Advance.

 

(f)         The determination by the Servicer or the Trustee, as applicable, that it has made a Nonrecoverable Advance or by the Servicer, the Special Servicer or the Trustee, as applicable, that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate to the Companion Loan Holders, the Certificate Administrator, the Servicer (if such determination is made by the Special Servicer or the Trustee), the Trustee (if such determination is made by the Servicer or the Special Servicer) in electronic format, the Risk Retention Consultation Party (during any CCR Consultation Period and any CCR Consultation Termination Period) and the Controlling Class Representative (during any CCR Control Period and any CCR Consultation Period), detailing the reasons for such determination with supporting documents attached. Such Officer’s Certificate shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator or the 17g-5 Information Provider by posting such Officer’s Certificate to the Certificate Administrator’s Website or to the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b). The costs of any appraisals, reports or surveys and other information requested by the Servicer, the Special Servicer or the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated as an expense of the Trust, payable from the Collection Account pursuant to Section 3.4(c), and shall constitute a

 


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Property Protection Advance or Administrative Advance, as applicable, if paid by the Servicer or the Trustee from its funds. The Servicer’s and the Special Servicer’s reasonable determination of nonrecoverability in accordance with the above provisions shall be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively thereupon. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination in its reasonable business judgment. If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring such Property Protection Advance.

 

(g)        The Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to any Companion Loan or REO Companion Loan, (ii) the Balloon Payment with respect to the Trust Loan or any Companion Loan (but are obligated to advance the related Assumed Monthly Interest Payment in accordance with the terms of this Agreement), (iii) any Default Interest, (iv) amounts required to cure any damages resulting from Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure of the Property to comply with any applicable law, including any Environmental Law, or (except in connection with the foreclosure or other acquisition of the Property in accordance with Section 3.12 upon the occurrence of a Mortgage Loan Event of Default) to investigate, test, monitor, contain, clean up, or remedy an environmental condition present at the Property, (v) any losses arising with respect to defects in the title to the Property, (vi) any costs of capital improvements to the Property other than those necessary to prevent an immediate or material loss to the Trust’s interest in the Property, (vii) Yield Maintenance Premiums, (viii) subordinated obligations, including the Mezzanine Loan, or (ix) any cure payments. In addition, the Servicer will have no obligation to make any Administrative Advances with respect to any Companion Loan.

 

3.24     Modifications of Mortgage Loan Documents; Due on Sale; Due on Encumbrance.  (a) The Servicer (if no Special Servicing Loan Event has occurred and is continuing) or the Special Servicer (during a Special Servicing Loan Event) each in accordance with Section 9.3 or this Section 3.24, may, subject to (1) the rights of the Controlling Class Representative during any CCR Control Period and during any CCR Consultation Period, (2) the rights of any Companion Loan Holders under the Co-Lender Agreement, (3) the rights of the Risk Retention Consultation Party during and CCR Consultation Period and CCR Consultation Termination Period, and (4) the rights of the Mezzanine Lender under the Mezzanine Intercreditor Agreement, modify, waive or amend any term of the Mortgage Loan if such modification, waiver or amendment (i) is consistent with Accepted Servicing Practices and (ii) does not either (A) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (B) constitute a “significant modification” of the Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (x) seven (7) years prior to the latest Rated Final Distribution Date

 


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and (y) twenty (20) years prior to the end of the current term of any Ground Lease, plus any options to extend such Ground Lease exercisable unilaterally by the Borrowers. With respect to any action as to which the Special Servicer’s consent is required under this Agreement (including any Major Decision), the Servicer must obtain the consent of the Special Servicer who during a CCR Control Period, in turn, shall obtain the consent of the Controlling Class Representative prior to granting its approval to the Servicer to take such action. After obtaining such approval, the Servicer shall be responsible for processing such action (if no Special Servicing Loan Event has occurred and is continuing). Neither the Servicer nor the Special Servicer may enter into (including, without limitation, by way of the application of credits, discounts, forgiveness or otherwise) any modification, waiver, amendment, work-out, consent or approval with respect to the Mortgage Loan in a manner that would be inconsistent with the allocation and payment priorities set forth in Section 1.3 or in the Co-Lender Agreement.

 

(b)        All modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent with Accepted Servicing Practices and the REMIC Provisions. The Servicer or the Special Servicer, as applicable, shall notify the Depositor, the Trustee, the Certificate Administrator, the Controlling Class Representative, the Companion Loan Holders and the Risk Retention Consultation Party in writing, of any modification, waiver or amendment of any term of the Mortgage Loan and the date thereof, and shall deliver to the Certificate Administrator or a Custodian appointed by it (with a copy to the Companion Loan Holders) an original recorded (if applicable) counterpart of the agreement relating to such modification, waiver or amendment within 10 Business Days following the execution and recordation thereof with a copy of such documentation to the Servicer or the Special Servicer, as applicable. In the event the Servicer or the Special Servicer, or a court of competent jurisdiction in connection with a work-out or proposed work-out of the Mortgage Loan, modifies the interest rate applicable to the Mortgage Loan, the adverse aggregate economic effect of the modification shall be applied to the Non-Vertically Retained Certificates (collectively), on the one hand, and the VRR Interest, on the other hand, on a pro rata and pari passu basis, and in the case of effects applied to the Non-Vertically Retained Certificates, such effects to be borne by the respective Classes thereof, in reverse order of seniority.

 

(c)        Any modification of the Mortgage Loan Documents that requires a Rating Agency Confirmation pursuant to the Mortgage Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency Confirmation in the Mortgage Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Borrower Parties’ expense in accordance with the Mortgage Loan Agreement or, if not so provided in the Mortgage Loan Agreement or if the Borrower Parties do not pay, at the expense of the Trust.

 

(d)        Prior to implementing any Major Decision under clauses (i) through (v), clause (xi)(A) (to the extent that the related agreement is modified in a manner materially adverse to the “Senior Lender,” “Mortgage Lender” or such other similar term as may be set forth therein), clause (xiii), clause (xvi) (as it relates to the Ground Lease) or clause (xxiv) of the definition of “Major Decision”, the Servicer or the Special Servicer shall obtain a Rating Agency Confirmation from each Rating Agency.

 


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(e)        Notwithstanding the foregoing, the Servicer (or, if a Special Servicing Loan Event is continuing, the Special Servicer) may in accordance with Accepted Servicing Practices (but without any Rating Agency Confirmation or consent of the Controlling Class Representative) grant the Borrower’s request for consent to subject the Property to an easement, right-of-way or similar agreement for utilities, access, parking, public improvements or another similar purpose and may consent to subordination of the Mortgage Loan to such easement, right-of-way or similar agreement.

 

(f)         As the Mortgage Loan contains provisions in the nature of a “due-on-sale” clause, which by its terms: (i) provides that the Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the Property or equity interests in a Borrower or certain principals of a Borrower except when certain conditions are met; or (ii) provides that, except when certain conditions are met, the Mortgage Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, neither the Servicer nor the Special Servicer, on behalf of the Trustee as the mortgagee of record on behalf of the Trust, shall (A) fail to exercise any right it may have with respect to the Mortgage Loan (1) to accelerate the payments thereon or (2) to withhold its consent to any sale or transfer, consistent with the Accepted Servicing Practices or (B) waive any right to exercise such rights, unless, (x) with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), the Servicer has obtained the prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five Business Days after the ten Business Day review period of the Controlling Class Representative (or, with respect to such ten Business Day period, such longer period as required by the Mezzanine Intercreditor Agreement for review by any holder of the Mezzanine Loan) after receipt (unless earlier objected to) by the Special Servicer from the Servicer of the Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer, or (y) prior to the Special Servicer, with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing Loan Event) itself taking such an action, or with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), consenting to such a proposed action of the Servicer, the Special Servicer has obtained, prior to the occurrence and continuance of a CCR Consultation Period, the prior written consent (or deemed consent) of the Controlling Class Representative, which consent shall be deemed given ten Business Days (or, with respect to such ten Business Day period, such longer period as required by the Mezzanine Intercreditor Agreement for review by any holder of the Mezzanine Loan) after receipt (unless earlier objected to) by the Controlling Class Representative of the Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver together with such other information reasonably required by the Controlling Class Representative.

 

(g)        As the Mortgage Loan contains provisions stating that the Mortgage Loan may not be assumed or transferred without the consent of the mortgagee, unless certain conditions are satisfied, the Special Servicer, with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing Loan Event) or the Servicer with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), as applicable, on behalf of the Trustee as the mortgagee of record on behalf of the Trust, shall

 


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determine in accordance with the Accepted Servicing Practices whether such conditions have been satisfied.

 

(h)        As the Mortgage Loan contains provisions in the nature of a “due-on-encumbrance” clause that by its terms: (i) provides that such Mortgage 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 Property or equity interests in a Borrower or principals of a Borrower; or (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the Property or equity interests in a Borrower or principals of a Borrower, neither the Servicer nor the Special Servicer, on behalf of the Trustee as the mortgagee of record, on behalf of the Trust, shall (A) fail to exercise any right it may have with respect to the Mortgage Loan (1) to accelerate the payments thereon or (2) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Accepted Servicing Practices or (B) waive its right to exercise such rights, unless, (x) with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), the Servicer has obtained the prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five Business Days after the ten Business Day review period of the Controlling Class Representative (or, with respect to such ten Business Day period, such longer period as required by the Mezzanine Intercreditor Agreement for review by any holder of the Mezzanine Loan) after receipt (unless earlier objected to) by the Special Servicer from the Servicer of the Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer, or (y) prior to the Special Servicer, with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing Loan Event) itself taking such an action, or with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), consenting to such a proposed action of the Servicer, the Special Servicer has obtained, prior to the occurrence and continuance of a CCR Consultation Period, the prior written consent (or deemed consent) of the Controlling Class Representative, which consent shall be deemed given ten Business Days (or, with respect to such ten Business Day period, such longer period as required by the Mezzanine Intercreditor Agreement for review by any holder of the Mezzanine Loan) after receipt (unless earlier objected to) by the Controlling Class Representative of the Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver together with such other information reasonably required by the Controlling Class Representative.

 

(i)         Notwithstanding the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions of the Mortgage Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the 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 Mortgage Loan Documents, in an amount sufficient to make all scheduled payments under the 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 the Mortgage Loan (or defeased portion thereof) in compliance with the requirements of the terms of the Mortgage Loan Documents, (iii) one or more Opinions of

 


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Counsel (at the expense of the Borrowers) to the effect that the Trustee, on behalf of the Trust Fund, will have a first priority perfected security interest in such substituted Property; provided, however, that, to the extent consistent with the Mortgage Loan Documents, the Borrowers shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the Mortgage Loan Documents, a single purpose entity shall act as a successor borrower, if so required by the Rating Agencies, (v) to the extent permissible under the Mortgage Loan Documents, the Servicer shall use its reasonable efforts to require the Borrowers to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor borrower, and (vi) to the extent permissible under the Mortgage Loan Documents, the Servicer shall obtain, at the expense of the Borrowers, Rating Agency Confirmation from each Rating Agency.

 

3.25     Servicer and Special Servicer May Own Certificates. The Servicer, the Special Servicer and any agent thereof in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not the Servicer or the Special Servicer or such agent except as otherwise provided herein (including such restrictions on voting set forth in the definition of Certificateholder).

 

3.26     Mezzanine Intercreditor Agreement; Notice of Mortgage Loan Event of Default to Mezzanine Lenders; Co-Lender Agreement.. (a) The Servicer shall give notice of any Mortgage Loan Event of Default to the Companion Loan Holders and the Mezzanine Lenders and promptly (and, in the event of the failure to make a related Monthly Debt Service Payment on its scheduled Payment Date, such notice shall be given promptly following such related Payment Date) upon a Servicing Officer of the Servicer gaining actual knowledge of such default or Mortgage Loan Event of Default, as provided in the Co-Lender Agreement and the Mezzanine Intercreditor Agreement, whether or not the Servicer is obligated to give notice thereof to the Borrower Parties. The Servicer or the Special Servicer, as applicable, shall exercise the rights of the Trust as successor-in-interest to the Lender under the Mezzanine Intercreditor Agreement. The rights of the Trust and the Certificateholders in and under the Trust Loan and the Mortgage Loan Documents shall be subject to the terms of the Co-Lender Agreement and the Mezzanine Intercreditor Agreement.

 

(b)        The parties hereto acknowledge that the Mortgage Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders under the Co-Lender Agreement, including, without limitation: (i) with respect to the allocation of collections on or in respect of the Mortgage Loan, and making of remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with respect to the allocation of expenses and losses relating to the Mortgage Loan to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; and (iii) the consultation, consent and other rights of any Companion Loan Holder or its representative. The Servicer (if no Special Servicing Loan Event exists) or the Special Servicer (if a Special Servicing Loan Event exists or the Property has been converted to a Foreclosed Property) shall prepare and provide to any Companion Loan Holder (or its representative) all notices, reports, statements and communications to be delivered by the holder of the Trust Loan under the related Co-Lender Agreement, and shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the Trust

 


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Loan pursuant to the related Co-Lender Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to the Co-Lender Agreement are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement shall control.

 

(c)        The Servicer shall maintain the any Note register provided for in the Co-Lender Agreement and shall record the names and addresses of, and wire transfer instructions for, the holders of the Notes from time to time; provided that the Servicer need not maintain a separate Note register from the Note register, if any, maintained under the Mortgage Loan Agreement if the information in both registers would otherwise be identical. The Servicer shall, upon request, provide to any other party to this Agreement the then current information contained in such register.

 

(d)        At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

 

3.27     Rating Agency Confirmation. (a) Notwithstanding the terms of any of the Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation or a written confirmation from a Rating Agency that any action thereunder or hereunder will not cause a downgrade, withdrawal or qualification of the then-current ratings on the Certificates as a condition precedent to such action, and if the party (the “Requesting Party”) required to obtain such Rating Agency Confirmation has (i) made a request to any Rating Agency for such Rating Agency Confirmation and (ii) within 10 Business Days of such request being posted on 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 (x) such Requesting Party shall be required to promptly request the related Rating Agency Confirmation again, and (y) if there is no response to either such Rating Agency Confirmation request within 5 Business Days of such second request, then (1) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan, the requirement to obtain Rating Agency Confirmation shall be considered not to apply with respect to such Rating Agency for such action at such time (as if such requirement did not exist for such matter at such time), other than such a requirement with

 


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respect to the replacement of the Servicer or Special Servicer, and (2) with respect to replacement of the Servicer or Special Servicer, such condition shall be deemed not to apply if (A) in the event Fitch is the non-responding Rating Agency, if the replacement servicer or special servicer is rated at least “CMS3” by Fitch (in the case of the Servicer) or “CSS3” by Fitch in the case of the Special Servicer), and (B) in the event DBRS Morningstar is the non-responding Rating Agency, such replacement servicer or special servicer, as applicable, is currently acting as a servicer or special servicer, as applicable, on a transaction-level basis on a CMBS transaction currently rated by DBRS Morningstar that currently has securities for which DBRS Morningstar has not cited servicing concerns of the replacement servicer or special servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities rated by DBRS Morningstar in a commercial mortgage-backed securitization transaction rated by DBRS Morningstar and serviced by the applicable replacement servicer or special servicer, as applicable, prior to the time of determination. Promptly following the Servicer’s or Special Servicer’s determination to take any action discussed above following any requirement to obtain Rating Agency Confirmation being considered satisfied as described in the immediately preceding sentence, the Servicer or Special Servicer, as applicable, shall be required to provide written notice to the 17g-5 Information Provider, who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to this Agreement.

 

Any Rating Agency Confirmation request made by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, pursuant to this Agreement, shall be made in writing (which may be in electronic form), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, reasonably deems necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided (in electronic format reasonably acceptable to the 17g-5 Information Provider) 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 8.14(b) and a copy simultaneously may be delivered to the Rating Agencies.

 

Promptly following the Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.27 following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or 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 post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b).

 

(b)        Notwithstanding the terms of the related Mortgage Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect to any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and administration of the Mortgage Loan or any Foreclosed Property (the “Relevant Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency

 


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Confirmation as a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Companion Loan Securities will be subject to, will be permitted to be waived by the Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Servicer or Special Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterpart (i.e., the master servicer or special servicer, as applicable) or such other party or parties (as are agreed to by the Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust), at the expense of the Other Securitization Trust to the extent not borne by the Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation, (ii) all materials forwarded to the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action, and (iii) any other materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation reasonably promptly following such request. The Servicer or the Special Servicer, as applicable, may (but is not obligated to) send the request for a Companion Loan Rating Agency Confirmation (and the related materials sent to the 17g-5 Information Provider’s counterpart in connection therewith) to the applicable Companion Loan Rating Agency following the earlier of (a) receipt of notification from the 17g-5 Information Provider’s counterpart that such information, report, notice or other document has been posted to the 17g-5 Information Provider counterpart’s website and (b) after 12:00 p.m. on the first Business Day following the date it has provided such information, report, notice or other document to the 17g-5 Information Provider.

 

Each of the Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee, the certificate administrator and the 17g-5 Information Provider’s counterpart for the Other Securitization Trust, in each case solely to the extent known to it.

 

3.28     Approval of Annual Budget. Subject to Section 3.24(a), the Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer or the Special Servicer, as applicable, shall respond to any request by the Borrower Parties under Section 4.12(a) of the Mortgage Loan Agreement for written approval of the Annual Budget.

 

3.29     Co-operation with Other Asset Reviewer; Consultation with Other Operating Advisor. If any Companion Loan becomes the subject of an asset review pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall reasonably cooperate (and the Certificate Administrator shall cause any Custodian appointed by it to reasonably cooperate) with the related Other Asset Representations Reviewer in connection with such asset review by providing the related Other Asset Representations Reviewer with any documents reasonably requested by

 


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the related Other Asset Representations Reviewer (not at its own expense or the expense of the Trust but at the expense of the Loan Seller or the related Other Asset Representations Reviewer), but only to the extent that (i) the Other Asset Representations Reviewer has not been able to obtain such documents from the Loan Seller and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Custodian appointed by the Certificate Administrator, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian (i) shall have other obligations with respect to any such asset review nor shall any such party be bound by the results of any such asset review, or (ii) shall be obligated to provide such documents if providing such documents, in its reasonable determination, would be a violation of this Agreement or the Co-Lender Agreement.

 

With respect to any Other Pooling and Servicing Agreement that satisfies the U.S. Credit Risk Retention Rules in whole or in part through the purchase by a third party purchaser of an eligible horizontal residual interest pursuant to Rule 7 of the U.S. Credit Risk Retention Rules (a “Regulation RR Other PSA”), at any time that the Special Servicer has received written notice of such Regulation RR Other PSA that an operating advisor consultation trigger event has occurred under such Regulation RR Other PSA because such eligible horizontal residual interest has been reduced as set forth under Rule 7(b)(6)(iv) of the U.S. Credit Risk Retention Rules, the Special Servicer shall consult with the related operating advisor thereunder (as representative of the related Companion Loan Holder) under such Other Pooling and Servicing Agreement with respect to any decisions that are Major Decisions with respect to the related Companion Loan. Such consultation shall be on a non-binding basis.

 

3.30     Compensating Interest Payments. The Servicer shall deliver to the Certificate Administrator for deposit in the Lower Tier Distribution Account on each Remittance Date, without any right of reimbursement thereafter, a Compensating Interest Payment, in the event that a Prepayment Interest Shortfall occurs as a result of the Servicer allowing the Borrowers to deviate from the terms of the Mortgage Loan Documents regarding principal prepayments (other than (v) subsequent to a Mortgage Loan Event of Default, (w) pursuant to applicable law or a court order, (x) in connection with the receipt of Insurance Proceeds or Condemnation Proceeds, (y) in circumstances where the Servicer is required to accept such principal prepayment in accordance with the Accepted Servicing Practices or (z) at the request or with the consent of the Special Servicer). In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.

 

4.         PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS

 

4.1       Distributions. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account the amounts on deposit therein, to the extent of Available Funds, and distribute such amounts to the respective Classes of Non-Vertically Retained Certificates in the amounts and in the order of priority set forth below:

 

First, to the Class A and Class X Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts for such Classes and such Distribution Date;

 


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Second, to the Class A Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such Distribution Date until the Certificate Balance of such Class is reduced to zero;

 

Third, to the Class A Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed on prior Distribution Dates;

 

Fourth, to the Class B Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;

 

Fifth, to the Class B Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such Distribution Date (reduced by any distributions thereof pursuant to any prior clause) until the Certificate Balance of such Class is reduced to zero;

 

Sixth, to the Class B Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed on prior Distribution Dates;

 

Seventh, to the Class C Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;

 

Eighth, to the Class C Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such Distribution Date (reduced by any distributions thereof pursuant to any prior clause) until the Certificate Balance of such Class is reduced to zero;

 

Ninth, to the Class C Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed on prior Distribution Dates;

 

Tenth, to the Class D Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;

 

Eleventh, to the Class D Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such Distribution Date (reduced by any distributions thereof pursuant to any prior clause) until the Certificate Balance of such Class is reduced to zero;

 

Twelfth, to the Class D Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed on prior Distribution Dates;

 

Thirteenth, to the Class E Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;

 

Fourteenth, to the Class E Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such Distribution Date (reduced by any distributions thereof pursuant to any prior clause) until the Certificate Balance of such Class is reduced to zero;

 


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Fifteenth, to the Class E Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed on prior Distribution Dates;

 

Sixteenth, to the Class F Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;

 

Seventeenth,, to the Class F Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such Distribution Date (reduced by any distributions thereof pursuant to any prior clause) until the Certificate Balance of such Class is reduced to zero;

 

Eighteenth, to the Class F Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed on prior Distribution Dates;

 

Nineteenth, to the Class G Certificates in respect of interest, up to the Interest Distribution Amount for such Class and such Distribution Date;

 

Twentieth, to the Class G Certificates, in reduction of the Certificate Balance of such Class, up to the Principal Distribution Amount for such Distribution Date (reduced by any distributions thereof pursuant to any prior clause) until the Certificate Balance of such Class is reduced to zero;

 

Twenty-first, to the Class G Certificates, up to the amount of all Applied Realized Loss Amounts previously allocated to such Class and not reimbursed on prior Distribution Dates; and

 

Twenty-second, to the Class R Certificates, any remaining amounts.

 

In no event will any Class of Principal Balance Certificates receive distributions in reduction of its Certificate Balance which in the aggregate exceed the initial Certificate Balance of such Class.

 

(b)        On each Distribution Date, the Certificate Administrator shall withdraw from the 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 and the Class R Certificates in the amounts and in the order of priority set forth below:

 

(i)     First, to make distributions of interest on the VRR Interest, up to an amount equal to the VRR Interest Distribution Amount for such Distribution Date;

 

(ii)    Second, to make distributions in reduction of the Certificate Balance of the VRR Interest, up to an amount equal to the VRR Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the VRR Interest has been reduced to zero; and

 

(iii)   Third, to the VRR Interest, up to an amount equal the product of (A) the VRR Allocation Percentage and (B) the aggregate amount distributed on the Non-

 


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Vertically Retained Principal Balance Certificates pursuant to clauses third, sixth, ninth, twelfth, fifteenth, eighteenth and twenty-first of Section 4.1(a);

 

provided that, with respect to any Distribution Date, to the extent that the VRR Available Funds for such Distribution Date exceeds the distributions to the Holders of the VRR Interest on such Distribution Date pursuant to the immediately preceding clauses (i) through (iii), the Certificate Administrator shall distribute such excess to the Holders of the Class R Certificates.

 

(c)            On each Distribution Date, each of the Class LA, Class LB, Class LC, Class LD, Class LE, Class LF and Class LG Uncertificated Interests shall be deemed to receive distributions in respect of interest, principal or reimbursement of Applied Realized Loss Amounts in an amount equal to the amount of interest, principal or reimbursement of Applied Realized Loss Amounts, as applicable, actually distributable to its respective Related Certificates as provided in Section 4.1(a). On each Distribution Date, the Class LVRR Uncertificated Interest shall be deemed to receive distributions in respect of interest, principal or reimbursement of Applied VRR Realized Loss Amounts in an amount equal to the amount of interest, principal or reimbursement of Applied VRR Realized Loss Amounts actually distributable to the VRR Interest as provided in Section 4.1(b).

 

(d)            On each Distribution Date, any amounts actually distributed in respect of interest on the Class X Certificates shall be deemed to have first been distributed in respect of interest among the Class LA, Class LB, Class LC and Class LD Uncertificated Interests in proportion to the amount of such interest distributed on the Class X Certificates that effectively accrued at the applicable Class X Strip Rate on the Lower-Tier Principal Amount of each such Uncertificated Lower-Tier Interest.

 

(e)            Amounts deemed distributable in respect of the Uncertificated Lower-Tier Interests on any Distribution Date pursuant to Section 4.1(c) and Section 4.1(d) are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be deemed to be made by the Certificate Administrator being deemed to deposit such Lower-Tier Distribution Amount into the Upper-Tier Distribution Account on each Distribution Date.

 

As of any date, the principal balance of each Uncertificated Lower-Tier Interest will equal its Lower-Tier Principal Amount. The Pass-Through Rate with respect to each Uncertificated Lower-Tier Interest will be the rate per annum set forth in the Introductory Statement hereto.

 

Any amount that remains in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount shall be distributed to the Holders of the Class R Certificates (in respect of the Class LT-R Interest, but only to the extent of the amount remaining in the Lower-Tier Distribution Account, if any).

 

(f)         All amounts distributable to a Class of Certificates pursuant to Section 4.1(a) , Section 4.1(b), Section 4.3(a) and/or Section 4.3(b) on each Distribution Date shall be allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions shall be made on each Distribution Date to each Certificateholder of record at the close of business on the related Record Date by

 


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wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor, provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate will be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice to Certificateholders of such final distribution.

 

(g)        The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator that the final distribution with respect to any Class of Certificates is expected to be made, post a notice on the Certificate Administrator’s Website pursuant to Section 8.14(b), deliver such notice to the 17g-5 Information Provider (who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and mail to each Holder of such Class of Certificates on such date a notice to the effect that:

 

(i)     the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with respect to such Class of Certificates shall be made on such Distribution Date, but only upon presentation and surrender of such Certificates at the office of the Certificate Administrator therein specified; and

 

(ii)    if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after the Interest Accrual Period related to such Distribution Date.

 

(h)        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 in trust for the benefit of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 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 to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All such amounts shall be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two year period following such second notice, notwithstanding any termination of the Trust. If within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Certificate Administrator shall hold all amounts distributable to the Holders thereof for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate

 


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Administrator and (ii) the termination of the Trust, at which time such amounts shall be distributed to the Depositor. No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or 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 4.1(h). Any such amounts transferred to the Certificate Administrator may, but need not be, invested in Permitted Investments and all income and gain realized from investment of such funds shall be for the benefit of the Certificate Administrator. In the event the Certificate Administrator is permitted or required to invest any amounts in Permitted Investments under this Agreement, whether in its capacity as Certificate Administrator or in the event of its assumption of the duties of, or becoming the successor to, the Servicer or the Special Servicer, as applicable, in accordance with the terms of this Agreement, it shall invest such amounts in Permitted Investments under clause (i) of the definition of Permitted Investments.

 

(i)         The Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so long as the Trust has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty to recompile, recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a) and, in the absence of manifest error in such information, may conclusively rely upon it.

 

(j)         On each Distribution Date, any Realized Loss with respect to the Mortgage Loan shall be allocated to the respective Classes of Non-Vertically Retained Principal Balance Certificates in the following order:

 

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; and

 

seventh, to the Class A Certificates

 

in each case until the Certificate Balance of the subject Class has been reduced to zero.

 

Allocations of Realized Losses to any Class of the Non-Vertically Retained Principal Balance Certificates shall be deemed to result in a corresponding reduction of the Lower-Tier Principal Amount of the Related Uncertificated Lower-Tier Interest.

 

(k)        On each Distribution Date, any VRR Realized Loss for such Distribution Date shall be allocated to the VRR Interest in reduction of the Certificate Balance thereof until such Certificate Balance has been reduced to zero. Allocations of VRR Realized

 


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Losses to the VRR Interest shall be deemed to result in a corresponding reduction of the Lower-Tier Principal Amount of the Class LVRR Uncertificated Lower-Tier Interest.

 

4.2       Withholding Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements with respect to payments to Certificateholders that the Certificate Administrator reasonably believes are applicable under the Code. The consent of Certificateholders shall not be required for any such withholding. In the event the Certificate Administrator withholds any amount from interest payments or advances thereof to any Certificateholder pursuant to federal withholding requirements, amounts so withheld shall be treated as having been entirely distributed to such Certificateholder, and the Certificate Administrator shall indicate the amount withheld to such Certificateholder through a report.

 

Each Beneficial Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Beneficial Owner and Certificateholder further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Certificate Administrator, with a copy to the Trustee, at the time or times prescribed by the Code and at such time or times reasonably requested by the Certificate Administrator or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.

 

4.3       Allocation and Distribution of Yield Maintenance Premiums. 

 

(a)        On each Distribution Date, the Certificate Administrator shall withdraw from the Yield Maintenance Premiums Distribution Account an amount that represents the Non-Vertically Retained Percentage of any Yield Maintenance Premiums (such portion of any Yield Maintenance Premium, a “Non-Vertically Retained Yield Maintenance Premium”) actually collected during the related Collection Period allocable to the Trust Loan and remitted by the Servicer pursuant to Section 3.4(d), and shall distribute such withdrawn amount to the holders of the following Classes of Non-Vertically Retained Regular

 


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Certificates in the following manner: (i) the holders of the Class A, Class B, Class C, Class D, Class E, Class F and/or Class G Certificates will, in the case of each Class thereof, be entitled to receive that portion of such Non-Vertically Retained Yield Maintenance Premium equal to the product of (A) a fraction whose numerator is the amount of principal distributed to such Class of Certificates on such Distribution Date and whose denominator is the total amount of principal distributed to all of the Class A, Class B, Class C, Class D, Class E, Class F and/or Class G Certificates on such Distribution Date, (B) the Base Interest Fraction for the related principal prepayment and such Class of Certificates, and (C) the amount of such Non-Vertically Retained Yield Maintenance Premiums; and (ii) the holders of the Class X Certificates will be entitled to receive the excess, if any, of (a) the amount of such Non-Vertically Retained Yield Maintenance Premium, over (b) the amount thereof distributed with respect to the Class A, Class B, Class C, Class D, Class E, Class F and Class G Certificates on such Distribution Date in accordance with the immediately preceding clause (i).

 

(b)        On each Distribution Date, the Certificate Administrator shall withdraw from the Yield Maintenance Premiums Distribution Account an amount that represents the VRR Percentage of any Yield Maintenance Premium (such portion of any Yield Maintenance Premium, a “VRR Yield Maintenance Premium”) actually collected during the related Collection Period with respect to the Trust Loan and remitted by the Servicer pursuant to Section 3.4(d), and shall distribute such withdrawn amount to the Holders of the VRR Interest.

 

(c)        Any Non-Vertically Retained Yield Maintenance Premium distributable pursuant to Section 4.3(a) shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LA Uncertificated Interest, Class LB Uncertificated Interest, Class LC Uncertificated Interest, Class LD Uncertificated Interest, Class LE Uncertificated Interest, Class LF Uncertificated Interest and Class LG Uncertificated Interest pro rata in accordance with their respective Lower-Tier Principal Amounts outstanding immediately prior to the applicable Distribution Date, whether or not any such Uncertificated Lower-Tier Interest, as applicable, has received all distributions of interest and principal to which it is entitled. Any VRR Yield Maintenance Premium distributable pursuant to Section 4.3(b) shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LVRR Uncertificated Interest.

 

(d)        No Yield Maintenance Premiums shall be distributed to the Holders of the Class R Certificates.

 

4.4       Statements to Certificateholders. (a) On each Distribution Date, based in part on information provided by the Servicer and/or the Special Servicer, as applicable, the Certificate Administrator shall provide or make available pursuant to Section 8.14(b) to any Privileged Person a statement in respect of the distributions on such Distribution Date (a “Distribution Date Statement”) in the form of Exhibit P setting forth:

 

(i)          for each Class of Regular Certificates the amount of the distributions made on such Distribution Date allocable to interest and the amount allocable to principal (separately identifying the amount of any principal payments (and specifying the source

 


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of such payments)), and the amount of interest paid on Advances from Default Interest and allocable to such Class;

 

(ii)        if the distribution to the Holders of any Class of Certificates is less than the full amount that would be distributable to such Holders if there were sufficient Aggregate Available Funds, the amount of the shortfall allocable to such Class, stating separately the amounts allocable to principal and interest;

 

(iii)       the amount of any Monthly Interest Payment Advance for such Distribution Date;

 

(iv)       the Certificate Balance or Notional Amount, as the case may be, of each Class of Regular Certificates after giving effect to any distribution in reduction of the Certificate Balance or Notional Amount, as the case may be, on such Distribution Date;

 

(v)        the principal balance of the Trust Loan and any Companion Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan or REO Companion Loan, as applicable) as of the end of the Collection Period for such Distribution Date;

 

(vi)       the aggregate amount of Unscheduled Payments (and the source of such payments) made during the related Collection Period;

 

(vii)      identification of any Mortgage Loan Event of Default, Special Servicing Loan Event, Servicer Termination Event or Special Servicer Termination Event under this Agreement, that in any case has been declared as of the close of business on the second Business Day prior to the end of the immediately preceding calendar month;

 

(viii)     the amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with respect to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower Restricted Party charges retained by the Servicer or the Special Servicer, and the amount of compensation paid to the Servicer, the Special Servicer, the Certificate Administrator and the Trustee, separately listing the Servicing Fee, the Special Servicing Fee and the Trustee/Certificate Administrator Fee (which includes the Trustee Fee);

 

(ix)       the number of days the Borrower Parties are delinquent in the event that the Borrower Parties are delinquent at least 30 days and the date upon which any foreclosure proceedings have been commenced;

 

(x)         identification of whether the Property, as of the close of business on the Payment Date immediately preceding such Distribution Date, had become a Foreclosed Property;

 

(xi)        information with respect to any declared bankruptcy of any Borrower Party;

 


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(xii)       as to any item of collateral for the Mortgage Loan released, liquidated or disposed of during the related Collection Period, the identity of such item and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection Period;

 

(xiii)      a list of conveyances or transfers of the Property by the Borrower Parties as of the end of the related Collection Period;

 

(xiv)      the aggregate amount of all Advances, if any, not yet reimbursed as of the end of the related Collection Period;

 

(xv)       the amount of any reimbursement of Nonrecoverable Advances paid to the Servicer during the related Collection Period;

 

(xvi)      an itemized report identifying any Appraisal Reduction Amount;

 

(xvii)     the amount of Default Interest, if any, and late payment charges, if any, paid by a Borrower Party during the related Collection Period;

 

(xviii)    the aggregate amount of Borrower Reimbursable Trust Fund Expenses;

 

(xix)      the amount of Yield Maintenance Premium, if any, collected during the related Collection Period and distributed on such Distribution Date to the Holders of the respective Classes of the Regular Certificates entitled thereto;

 

(xx)       the information required by Rule 15Ga-1(a), as promulgated under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase for breach of the related representations and warranties;

 

(xxi)      the amount of any CREFC® Licensing Fee payable with respect to such Distribution Date;

 

(xxii)     an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates during the related Collection Period to the extent provided to the Certificate Administrator by the Special Servicer pursuant to this Agreement; and

 

(xxiii)    identification of the commencement of a CCR Consultation Period or a CCR Consultation Termination Period, and of the termination of a CCR Control Period or CCR Consultation Period.

 

The Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator may agree to enhance the reporting requirements of the Distribution Date Statement without Certificateholder approval, except that during a CCR Control Period, no such enhancement shall, unless required by applicable law, remove any restriction pertaining to the dissemination of Privileged Information (including any Final Asset Status Report and communications between the Special Servicer and the Controlling Class Representative) without the prior written consent of the Controlling Class Representative.

 


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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 Certificateholder upon written request to the Certificate Administrator, a statement containing the information set forth in clauses (i), (ii) and (xix) above as to the applicable Class, aggregated for such calendar year or applicable portion of such year during which such Person was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Beneficial Owner of a Certificate reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.

 

(b)        The Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons on each Distribution Date pursuant to Section 8.14(b). The Certificate Administrator’s obligation to provide such information to the Certificateholders or any other person shall be contingent on the Certificate Administrator’s receipt of such information from the Servicer and the Special Servicer, as applicable. The Certificate Administrator shall be entitled to rely on such information provided to it by the Servicer or the Special Servicer without independent verification. To the extent that the information required to be furnished by the Servicer is based on information required to be provided by the Borrower Restricted Parties or the Special Servicer, the Servicer’s obligation to furnish such information to the Certificate Administrator shall be contingent on its receipt of such information from the Borrower Restricted Parties or the Special Servicer, as applicable. To the extent that information required to be furnished by the Special Servicer is based on information required to be provided by the Borrower Restricted Parties, the Special Servicer’s obligation to furnish such information shall be contingent upon receipt of its receipt of such information from the Borrower Restricted Parties. The Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall be entitled to rely on information supplied by any Borrower Restricted Parties without independent verification.

 

The Certificate Administrator shall, to the extent provided to it by the Servicer in electronic format, make available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) reports or analyses of net operating income from the Property. Such net operating income reports or analyses shall be prepared pursuant to Section 3.18 hereof by the Servicer in CREFC® format based on the quarterly, annual and periodic statements and rent rolls with respect to the Property obtained by the Servicer from the Borrower Restricted Parties.

 

At the reasonable request and authorization by the Depositor, the Certificate Administrator may make available on the Certificate Administrator’s Website to any Non-Restricted Privileged Person certain other information with respect to the Mortgage Loan (subject to the limitations of Section 3.18) and will provide such information to the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)).

 

In addition, the Certificate Administrator shall make available on the Certificate Administrator’s Website such information as set forth in Section 8.14(b) herein.

 


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4.5       Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum.

 

(a)        The Certificate Administrator shall make available to Non-Restricted Privileged Persons only, the Investor Q&A Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where Non-Restricted Privileged Persons may (i) submit questions to the Certificate Administrator relating to the Distribution Date Statement, or submit questions to the Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to Section 8.14(b)(ii)(B), the Mortgage Loan or the Property (each an “Inquiry” and collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry from a Non-Restricted Privileged Person for the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall forward such Inquiry to the appropriate person at the Servicer or the Special Servicer, as applicable (as identified to the Certificate Administrator by the Servicer or the Special Servicer, as applicable), in each case via email within a commercially reasonable period of time following receipt of such Inquiry. Following receipt of an Inquiry, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Servicer or the Special Servicer, as applicable shall be by email to the Certificate Administrator. 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 Servicer or the Special Servicer, as applicable, determines, in its respective sole discretion, that (i) any Inquiry is not of a type described above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the Mortgage Loan Documents or this Agreement, (iv) answering the Inquiry would, or is reasonably expected to, result in the waiver of attorney-client privilege or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, (vi) answering any Inquiry would or is reasonably expected to require the disclosure of Privileged Information, 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 Servicer or the Special Servicer shall promptly notify the Certificate Administrator of such determination. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry shall not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that shall not be answered shall include the following statement: “Because the Trust and Servicing Agreement provides that the Certificate Administrator, the Servicer and the Special Servicer 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 Trust and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the Mortgage Loan Documents or the Trust and Servicing Agreement, (iv) answering any Inquiry that would, or could reasonably be expected to, result in the waiver of attorney-client privilege or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, (vi) answering any Inquiry

 


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would or is reasonably expected to 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 Certificate Administrator, the Servicer or the Special Servicer has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Initial Purchasers or any of their respective Affiliates. None of the Initial Purchasers, the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates shall 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. No party shall post or otherwise disclose direct communications with the Controlling Class Representative or the Risk Retention Consultation Party as part of its response to any Inquiries; provided, that the Certificate Administrator shall have no obligation to review any inquiry or answer received by it for posting to the Investor Q&A Forum to determine if such inquiry or answer contains any such direct communication with the Controlling Class Representative, or otherwise to consult with the party from whom such Inquiry or answer is received to confirm the same, and the Certificate Administrator shall have no liability in connection with its posting to the Investor Q&A Forum of any Inquiry or answer containing such direct communication. The Investor Q&A Forum shall not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website. In addition to the Certificate Administrator’s receipt of the Investor Certification to confirm that such person is a Non-Restricted Privileged Person, the Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Q&A Forum.

 

(b)        The Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders and Beneficial Owners can register and thereafter obtain information with respect to any other Certificateholder or Beneficial Owner that has so registered. Any person registering to use the Investor Registry shall be required to certify that (a) it is a Certificateholder or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least 45 days from the date of such certification to other registered Certificateholders and registered Beneficial Owners. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator shall not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.

 


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(c)        The Distribution Date Statements, CREFC® Reports and any supplemental notices thereto, shall be provided by the Certificate Administrator to certain market data providers upon the consent of the Depositor, and upon receipt by the Certificate Administrator from such person of a certification in the form of Exhibit N hereto, which certification may be submitted electronically. The Depositor hereby consents to the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., CMBS.com Inc., Markit Group Limited and BlackRock Financial Management, Inc., and the provision of such information shall not constitute a breach of this Agreement by the Certificate Administrator.

 

(d)        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 inquiries to the Certificate Administrator relating to the Distribution Date Statement, (ii) submit inquiries to the Servicer or the Special Servicer, as applicable, relating to the reports prepared by such parties, (iii) submit requests for loan-level reports and information (each such submission, a “Rating Agency Inquiry”) or (iv) view Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. Upon receipt of a Rating Agency Inquiry for the Servicer, the Special Servicer or the Certificate Administrator, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person, 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 Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email (or other electronic means reasonably acceptable to the 17g-5 Information Provider and the Servicer or the Special Servicer, as applicable) to the 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following of receipt of such response) such Rating Agency Inquiry and the related response (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. If the Certificate Administrator, the 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 Accepted Servicing Practices, this Agreement or the applicable 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 of, any counsel engaged by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, 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 Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Servicer or the Special Servicer, as applicable, determines in accordance with the Accepted Servicing Practices (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, Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and, in the case of the Certificate Administrator, the Servicer or the Special Servicer, shall promptly notify the 17g-5 Information Provider by email (or other electronic means reasonably acceptable to the 17g-5 Information Provider and the Servicer or the Special Servicer, as applicable) of such determination. The 17g-5

 


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Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider shall not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool shall be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the Initial Purchasers, Depositor, or any of their respective Affiliates shall certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool shall not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website. In addition to the Certificate Administrator’s receipt of the Investor Certification to confirm that such person is a Non-Restricted Privileged Person, the Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Rating Agency Q&A Forum and Document Request Tool.

 

5.         THE CERTIFICATES

 

5.1       The Certificates.

 

(a)        The Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-10 hereto, 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.

 

(b)        The Certificates of each Class of Non-Vertically Retained Principal Balance Certificates shall be issued in minimum denominations of $100,000 and integral multiples of $1 in excess of $100,000. The Class X Certificates will be issued, maintained and transferred only in minimum denominations of authorized initial Notional Amounts of not less than $1,000,000 and in integral multiples of $1 in excess of $1,000,000. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof. The Class VRR Certificates shall be issued in minimum denominations of $100,000 and integral multiples of $1 in excess of $100,000.

 

(c)        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

 


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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.

 

5.2       Form and Registration. (a) The Non-Vertically Retained Regular Certificates may be sold to Non-U.S. Securities Persons in offshore transactions in reliance on Regulation S under the Act. Such Certificates of each Class thereof shall initially be represented by a temporary global 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 Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the 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 the Euroclear System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream”). Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering of the Certificates and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Global Certificate may be held through Euroclear, Clearstream or any other Depository Participant. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in the related permanent global certificate of the same Class (a “Regulation S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.3(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Certificate shall only be made upon delivery to the Certificate Administrator 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 Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.

 

On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.

 

(b)        The Non-Vertically Retained Regular Certificates of each Class thereof offered and sold to QIBs in reliance on Rule 144A under the Act (“Rule 144A”) shall be represented by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate” and, together with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates, the “Global 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 Global Certificate may from

 


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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)        The Non-Vertically Retained Regular Certificates of each Class thereof that are initially offered and sold in the United States to investors that are Institutional Accredited Investors that are not QIBs, the Class VRR Certificates (during the VRR Interest Transfer Restriction Period) and the Class R Certificates (collectively, the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, in each case 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 (other than the Class VRR Certificates) to the respective beneficial owners or owners.

 

(d)        Owners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of physical Certificates unless: (i) the Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities or continue as depository with respect to the Global Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depositor are unable to locate and appoint a qualified successor within 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of the related Certificates; provided, however, that under no circumstances shall Definitive Certificates be issued to beneficial owners of a Temporary Regulation S Global 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 Global Certificates and upon surrender by the Depository of any Global Certificate of such Class and receipt from the Depository of instructions for reregistration, 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 Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.

 

(e)        If any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.3(h) of this Agreement. No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions of Section 5.3(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made

 


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a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.

 

(f)         During the VRR Interest Transfer Restriction Period, any Class VRR Certificate shall only be held as a Definitive Certificate in the Class VRR Certificate Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Class VRR Certificate Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Class VRR Certificate in safekeeping and shall release the same only upon receipt of a written direction signed by each of the Depositor, the Retaining Sponsor and the Holder of such Certificate, and in accordance with any authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Class VRR Certificate Safekeeping Account” and in which each Class VRR Certificate 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 Class VRR Certificate Safekeeping Account for each applicable Retaining Party. Each Class VRR Certificate to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. Upon receipt by the Certificate Administrator of any Class VRR Certificate in connection with the initial issuance thereof and, for so long as the Class VRR Certificates are held in the Class VRR Certificate Safekeeping Account by the Certificate Administrator pursuant to this Agreement, upon any transfer or exchange pursuant to this Article 5 of any Class VRR Certificate, the Certificate Administrator shall deliver to the related Retaining Party a receipt in the form set forth in Exhibit R. No amounts distributable with respect to any Class VRR Certificate shall be remitted to the Class VRR Certificate Safekeeping Account, but instead shall be remitted directly to the applicable Retaining Party in accordance with written instructions provided separately on the Closing Date (and any updates to such written instructions provided from time to time) by such Retaining Party to the Certificate Administrator. Under no circumstances by virtue of safekeeping any Class VRR Certificate shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any Person on behalf of any of the applicable Retaining Parties. During the VRR Interest Transfer Restriction Period and for such longer time as the related Retaining Party may request, the Certificate Administrator shall hold each individual Class VRR Certificate at the below location, or any other location; provided the Certificate Administrator has given notice to each of the Retaining Parties of such new location:

 

Citibank, N.A.

Vault Operations Level B

399 Park Avenue

New York, NY 10022

 

As regards the Class VRR Certificates held thereby, the Certificate Administrator shall make available to each applicable Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator and such Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Class

 


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VRR Certificate shall be subject to this Article 5. During the VRR Interest Transfer Restriction Period, unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of, the executed Class VRR Certificates held by it in the Class VRR Certificate Safekeeping Account.

 

(g)        To the extent that the Certificate Balance of the VRR Interest is in excess of the amount or percentage of risk retention required pursuant to the U.S. Credit Risk Retention Rules, such excess portion of such VRR Interest shall nevertheless be deemed to be subject to the requirements of the U.S. Credit Risk Retention Rules and any such excess portion of the VRR Interest shall be subject to all of the provisions in this Agreement applicable to the VRR Interest including, without limitation, the provisions of this Article 5.

 

5.3       Registration of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Regular Certificates of each Class thereof represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate, respectively, and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Trustee, the Depositor, the Servicer and the Special Servicer any notices from the Certificateholders. In its capacity as Certificate Registrar, the Certificate Administrator shall be responsible for, among other things, holding each Class VRR Certificate as a Definitive Certificate on behalf of the Holder of such Certificate in accordance with Section 5.2(f).

 

(b)        Subject to the restrictions on transfer set forth in this Article 5, 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. No transfer of any Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the 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.

 

(c)        Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form of an interest in the Temporary Regulation S Global 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 Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7 hereof,

 


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of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant directing the Certificate Administrator to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global 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 C 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 Global 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 Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global 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 Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global 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 Global Certificate that is being exchanged or transferred.

 

(d)        Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation S Global 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 Global Certificate. Upon receipt by the Certificate Administrator, as registrar, at its office designated in Section 5.7 hereof, 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 Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global 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 D hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, (B) that the Certificate being transferred is not a “restricted security” as defined in Rule 144 under the Act or (C) that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the Regulation S Global 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 Global Certificate and to increase, or cause to be increased, the Certificate Balance

 


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of the Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global 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 Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global 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 Global Certificate that is being exchanged or transferred.

 

(e)        Temporary Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global 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 Global Certificate of the same Class. Upon receipt by the Certificate Administrator, as registrar, at its office designated in Section 5.7 hereof, 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 Global Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global 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 Global 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 Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A Global Certificate, a certificate in the form of Exhibit E hereto given by the holder of such beneficial interest and stating that the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring such interest in the Rule 144A Global Certificate is a QIB and is obtaining such beneficial interest in a transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global 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 Global Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global 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 Global Certificate or Regulation S Global Certificate that is being transferred.

 


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(f)         Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global 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 F hereto from the holder of a beneficial interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global 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 Global Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate initially exchanged for interests in the Regulation S Global 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 Global Certificate. Upon any exchange of interests in the Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby by the amount so exchanged and shall endorse the Regulation S Global 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 Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.

 

(g)        Non-Book Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (other than (a) any Class VRR Certificate during the VRR Interest 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 Global 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 Global 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 Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7 hereof, 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 Global 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 G-1 hereto (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit G-2 hereto (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit G-3 hereto (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,

 


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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 Global 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 Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.

 

(h)        Global Certificate to Non-Book Entry Certificate. If a holder of a Rule 144A Global Certificate or Regulation S Global Certificate wishes at any time to transfer its interest in such Rule 144A Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery thereof in the form of a Non-Book Entry Certificate, then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon): (i) an investment representation letter from the proposed transferee substantially in the form attached as Exhibit H-2 to this Agreement; and (ii) if required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee on which such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities as such).

 

(i)         Exchanges of Definitive Certificates. Certificates in the form of Definitive Certificates may not be transferred unless: (i) (x) the Certificate Registrar received (A) other than in connection with the initial issuance of a Non-Book Entry Certificate or the transfer of any such Non-Book Entry Certificate by the Depositor, an Initial Purchaser or the Retaining Sponsor in connection with the initial offering of the Certificates, (1) a certificate from the proposed transferor substantially in the form attached as Exhibit H-1 to this Agreement and (2) an investment representation letter from the proposed transferee substantially in the form attached as Exhibit H-2 to this Agreement or (B) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer may be made without registration under the Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar in their respective capacities as such) and (y) in the case of a transfer of any Class VRR Certificate, the conditions set forth in Section 5.3(j) below are satisfied; or (ii) such transfer is otherwise in accordance with such procedures as are substantially consistent with the provisions of clause (g) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or, except in the case of a transfer of Class R Certificates, Regulation S under the Act, as the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.

 

(j)         Transfers of Class VRR Certificates. At all times during the VRR Interest Transfer Restriction Period, if a transfer of any Class VRR Certificate is to be made

 


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(other than in connection with the transfers on the Closing Date from the Depositor to the Loan Seller or the Initial Purchasers), then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon) (i) a certification from such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit H-3, which such certification must be countersigned by the applicable Retaining Party, the Retaining Sponsor (if different than the applicable Retaining Party) and the Depositor with a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the form attached hereto as Exhibit H-4, which such certification must be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than the transferor and the applicable Retaining Party) and the Depositor with a medallion stamp guarantee of such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject to Section 5.2(f), Section 5.3(a), Section 5.3(i), the following provisions of this Section 5.3(j), and Section 5.3(n), reflect such Class VRR Certificate in the name of the prospective Transferee. In no event shall a Class VRR Certificate be held as a Global Certificate during the VRR Interest Transfer Restriction Period. In connection with each transfer of a Class VRR Certificate after the Closing Date, the transferor of such Certificate shall pay to the Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.

 

(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 Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made pursuant to the provisions of clause (e) above.

 

(l)         If 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 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, Rule 144 or Regulation S under the Act, the U.S. Credit Risk Retention Rules or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted” within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver Certificates that do not bear such legend.

 

(m)       All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.

 

(n)        No Class R Certificate or Class VRR Certificate or any interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will be an employee benefit plan or other plan subject to the fiduciary responsibility provisions of

 


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ERISA or Section 4975 of the Code (each, a “Plan”), or any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate; provided that this restriction shall not apply to Class VRR Certificates that have become ERISA Restricted Certificates and are transferred in accordance with the remaining provisions of this Section 5.3(n) applicable to ERISA Restricted Certificates. Except in connection with the initial transfer thereof by the Depositor, an Initial Purchaser or the Retaining Sponsor (provided that, in the case of the Retaining Sponsor, such exception shall apply only with respect to the transfer thereof on the Closing Date), each prospective transferee of a Class R Certificate, a Class VRR Certificate or an ERISA Restricted Certificate in the form of a Definitive Certificate shall deliver to the transferor, the Certificate Registrar and the Trustee a representation letter, substantially in the form of Exhibit J, stating that (i) the prospective transferee is not a Plan or a person acting on behalf of or using the assets of a Plan or (ii) only in the case of an ERISA Restricted Certificate in the form of a Definitive Certificate, (1) such purchaser or transferee is an insurance company, (2) the source of funds used to acquire or hold such ERISA Restricted Certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. In addition, no ERISA Restricted Certificate or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan, or to any Person acting on behalf of any such Plan or using the assets of a Plan to purchase such ERISA Restricted Certificate or interest therein, unless (i) such purchaser or transferee is an insurance company, (ii) the source of funds used to acquire or hold such ERISA Restricted Certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Furthermore, no ERISA Restricted Certificate, Class VRR Certificate or Class R Certificate or any interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will be 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 Section 406 of ERISA or Code Section 4975 (“Similar Law”), or to any Person acting on behalf of any such plan or using the assets of such plan to acquire such Certificate if its acquisition, holding and disposition of such Certificate would constitute or otherwise result in a non-exempt violation of Similar Law. Each beneficial owner of a Certificate (other than a Class R Certificate) or any interest therein will be deemed to have represented, by virtue of its acquisition or holding of such Certificate or interest therein, that either (i) it is not a Plan or an entity using assets of a Plan, (ii) in the case of a Certificate other than a Class R Certificate, a Class VRR Certificate or an ERISA Restricted Certificate, it has acquired and is holding the Certificates in reliance on the Underwriter Exemption, and that it understands that there are certain conditions to the availability of the Underwriter Exemption, including that the Certificates must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by a credit rating agency which meets the requirements of the Underwriter Exemption and that such Certificate is so rated and that it is an Institutional Accredited Investor, or (iii) in the case of an ERISA Restricted Certificate, (1) it is an insurance company, (2) the source of funds used to acquire or hold the Certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Each beneficial owner of a Certificate or an interest therein which is a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to Similar Law shall be

 


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deemed to have represented, by virtue of its acquisition or holding of such Certificate or interest therein that the acquisition, holding and disposition of such Certificate by the purchaser will not constitute or otherwise result in a non-exempt violation of Similar Law. 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.

 

(o)        [Reserved.]

 

(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 of a Residual Ownership Interest 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, other than in connection with the initial transfer thereof to the Initial Purchasers and any subsequent transfer thereof by the Initial Purchasers to any of their Affiliates, 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 I-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 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 shall not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee shall not transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or

 


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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 5.3(p) 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 I-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 the preceding clauses (x)(B)(1) or (3) 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, 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 60 days after a request for information from the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS 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, such Persons shall in no event be excused from furnishing such information.

 

(iv)   The Class R Certificates may only be issued as Definitive Certificates, and transferred to and owned by QIBs.

 

5.4       Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust Fund. In connection with the issuance of any new Certificate under this Section 5.4, 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 5.4 shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if

 


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originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

 

5.5       Persons Deemed Owners. The Servicer, the Special Servicer, the Trustee, the Certificate Administrator 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 Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar or any agent of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders has been provided with an Investor Certification substantially in the form of Exhibit K-1 from a Non-Restricted Privileged Person (including a Beneficial Owner or prospective transferee), such party to this Agreement shall distribute such report, statement or other information to such Non-Restricted Privileged Person.

 

5.6       Access to List of Certificateholders’ Names and Addresses; Special Notices. The Certificate Registrar shall maintain in as current a 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 substantially in the form of Exhibit K-1 (a) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such Certificateholder desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates and (c) provides a copy of the communication which such Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten Business Days after the receipt of such request, afford such Certificateholder access during normal business hours to a current list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees that the Certificate Registrar and the Certificate Administrator 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 such information was derived. The Depositor, the Servicer, the Special Servicer and the Trustee shall be entitled to a list of the names and addresses of Certificateholders from time to time upon request therefor.

 

Upon the written request of any Certificateholder that (a) has provided an Investor Certification substantially in the form of Exhibit K-1, (b) states that such Certificateholder desires the Certificate Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact (a “Special Notice”) and (c) provides a copy of the Special Notice which such Certificateholder proposes to transmit, the Certificate Administrator shall post such Special Notice to the Certificate Administrator’s Website pursuant to Section 8.14(b) and shall mail such Special Notice to all Certificateholders (other than any Certificateholder that is a Borrower Party, an Affiliate of a Borrower Party or the Property Manager or an agent of one or more of the foregoing) at their respective addresses appearing on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering any such Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by

 


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reason of the disclosure of any such Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.

 

5.7       Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially designates its office at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention: Securities Window, as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Borrower Parties of any change in the location of the Certificate Register or any such office or agency.

 

6.         THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER

 

6.1       Respective Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer and the Special Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.

 

6.2       Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer 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.

 

Any Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the servicing business of the Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or Special Servicer 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 such successor or surviving Person would not cause the then current rating on any of the Certificates to be qualified, downgraded or withdrawn by any of the Rating Agencies, as evidenced by a Rating Agency Confirmation delivered to the Certificate Administrator and the Trustee.

 

Notwithstanding the foregoing, if the Servicer or the Special Servicer is the surviving entity of such merger, consolidation or transfer, such Person shall not be required to comply with any requirement to obtain a Rating Agency Confirmation or similar confirmation from any Rating Agency.

 

6.3       Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a) None of the Depositor, the Servicer, the Special Servicer or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Certificateholders or any Companion Loan Holder for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, actions taken or not taken at the direction of Certificateholders and/or any


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Companion Loan Holder, or for errors in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability which would otherwise be imposed by reason of negligence, bad faith or willful misconduct in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust (and, pursuant to and to the extent set forth in the Co-Lender Agreement, by any Companion Loan Holder) and held harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (which for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) and related costs, judgments or other costs and expenses incurred in connection with any legal action or other claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses relating to this Agreement, the Mortgage Loan, the Property, or the Certificates (except as any such claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct by it in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Such indemnification shall survive the termination or resignation of the Depositor, the Servicer or the Special Servicer. None of the Depositor, the Servicer or the Special Servicer shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which it may deem necessary or desirable in accordance with Accepted Servicing Practices in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder. In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c)
 from funds on deposit in the Collection Account. Neither the Servicer nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates or for the use or application by the Certificate Administrator of any funds remitted to the Certificate Administrator in respect of the Mortgage Loan deposited into or withdrawn from the Distribution Account or any account (other than the related Collection Account and the Foreclosed Property Account and any other account maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by the Certificate Administrator or otherwise on behalf of the Trustee (except to the extent that any such account is held by the Servicer or the Special Servicer in its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity).

 


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In
addition, neither the Servicer nor the Special Servicer shall have any liability with respect to, and the Servicer and the Special
Servicer shall be entitled to rely as to the truth of the statements made and the correctness of the opinions expressed therein
on, any certificates or opinions furnished to such Servicer or such Special Servicer, as the case may be, and conforming to the
requirements of this Agreement. To the extent consistent with Accepted Servicing Practices, each of the Servicer and the Special
Servicer may rely in good faith on information provided to it by the other parties hereto (unless the provider and the recipient
of such information are the same Person or Affiliates) and by the Borrowers and shall have no duty to investigate or verify the
accuracy thereof.

(b)          
The Depositor shall not be obligated to monitor or supervise the performance of the Servicer, the Special Servicer, the Trustee
or the Certificate Administrator under this Agreement. The Depositor may, but shall not be obligated to, enforce the obligations
of the Servicer and the Special Servicer, the Trustee and the Certificate Administrator under this Agreement. In addition, in
no event shall the Depositor be obligated to cause any party to perform or comply with the obligations to remit the CREFC®
Licensing Fee to CREFC® (as described in Section 3.4(c)), to report any such CREFC®
Licensing Fee so paid (as described in Section 4.4(a)) or to make available any Distribution Date Statement to any person
(including, without limitation, CREFC®) (as described in Section 3.21).

(c)          
In order to comply with Applicable Laws, the Servicer may be required to obtain, verify and record certain information relating
to individuals and entities that maintain a business relationship with the Servicer. Accordingly, each of the parties hereto agrees
to provide to the Servicer, upon its request from time to time, such identifying information and documentation as may be available
for such party in order to enable the Servicer to comply with Applicable Laws.

6.4          
Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any
resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights
and obligations under this Agreement, each of the Servicer and the Special Servicer may resign and assign its rights and delegate
its duties and obligations under this Agreement to any Person or to an entity, provided that:

(i)      
the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage
servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United
States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties
of the Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee
and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an
assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or
observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement,
(C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in
Section 2.5 or Section 2.6, and (D)(x) during any CCR Control Period, 



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with
respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer,
has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to
the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is
reasonably acceptable to the Depositor and the Trustee;

(ii)     
Rating Agency Confirmation has been received;

(iii)    
the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that
arose prior to the effective date of such assignment and delegation under this Section 6.4(a);



(iv)   
the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;


(v)    
the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust,
and the Rating Agencies for any reasonable expenses of such assignment, resignation, sale or transfer; and

(vi)   
the person accepting such assignment and delegation may not be a Borrower Restricted Party.

Upon
satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the
Special Servicer, as the case may be, hereunder.

(b)          
Subject to the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign
from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no
longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried
on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall
be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator and during any CCR
Control Period and any CCR Consultation Period, the Controlling Class Representative. No resignation by the Servicer or the Special
Servicer, as applicable, under this Agreement shall become effective until the Trustee or another successor Servicer or Special
Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable,
under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling
Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d).

(c)          
Notwithstanding the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan.
If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall
immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, the Risk Retention Consultation Party
and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such 


 
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disqualification
and the Special Servicer shall resign from its obligations and duties hereby imposed on it. No resignation by the Special Servicer
under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed
the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided
that, during any CCR Control Period, the Controlling Class Representative (as long as it is not a Borrower Restricted Party)
may appoint a successor Special Servicer in accordance with Section 7.1(d).

(d)          
If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce
the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer
would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning
Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to
the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer
that meets the requirements of this Section 6.4.

6.5          
Policies and Procedures.



Each
of the Servicer and the Special Servicer shall be required to maintain reasonable policies and procedures, taking into account
the nature of its respective business, to ensure that divisions and individuals of the Servicer or the Special Servicer, as applicable,
making Investment Decisions (such divisions and individuals, “Investment Personnel”) shall not obtain Confidential
Information from the divisions and individuals of the Servicer or the Special Servicer, as applicable, who are involved in the
performance of the duties of the Servicer or the Special Servicer, as applicable, (such divisions and individuals, “Servicing
Personnel”), under this Agreement, and the Servicing Personnel shall not obtain information regarding investments from
Investment Personnel. Each of the Servicer and the Special Servicer shall represent that policies and procedures restricting the
flow of information exist, and shall be maintained by it, between its Investment Personnel, on the one hand, and its Servicing
Personnel, on the other, and that such barriers operate in both directions so as to include (a) a barrier against the disclosure
of Confidential Information from such Servicing Personnel to such Investment Personnel and (b) policies and procedures against
the disclosure of information regarding investments from Investment Personnel to Servicing Personnel. The senior management each
of the Servicer and the Special Servicer, as applicable, and/or its affiliate (consisting of the person who heads CMBS servicing
at it and management personnel of it and/or its affiliates who report (directly or indirectly) to such person) who have obtained
Confidential Information in the course of their exercise of general managerial responsibilities may not participate in or use
that information to influence Investment Decisions, nor may they pass that information to others for use in such activities; nor
may such senior management personnel who have obtained information regarding investments in the course of their exercise of general
managerial responsibilities use that information to influence servicing decisions or strategies or otherwise affect the manner
in which the Servicer and the Special Servicer, as applicable, performs its servicing duties. Each of the Servicer and the Special
Servicer, as applicable, shall be required to maintain procedures that are designed to result in compliance with such policies.
Notwithstanding anything herein to the contrary, the delivery or provision by the Servicer or the Special Servicer of information
or 


 
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reports
as required by, and in accordance with, this Agreement shall not constitute a violation or default of this Section 6.5.

6.6          
Indemnification by the Servicer, the Special Servicer and the Depositor.

(a)          
Each of the Servicer, the Special Servicer and the Depositor, severally and not jointly, shall indemnify and hold harmless the
Trust from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses
(which for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) and
related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach of
any material representation or warranty by the Servicer, the Special Servicer or the Depositor, as the case may be, or any breach
by the Servicer, the Special Servicer or the Depositor, as the case may be, of its obligations to the Trust or the Certificateholders
under this Agreement (other than delays or failures in performance resulting from acts beyond its control, including, but not
limited to acts of God, strikes, lockouts, riots and acts of war) or (ii) negligence, bad faith, fraud or willful misconduct on
the part of the Servicer, the Special Servicer or the Depositor, as the case may be, in the performance of such obligations or
its negligent disregard of its obligations and duties under this Agreement.

(b)          
Each of the Servicer, the Special Servicer and the Depositor (each, in such indemnifying capacity and for purposes of this Section
6.6(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust, each Companion
Loan Holder, and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator
and any director, officer, employee or agent or Controlling Person of (other than itself) the Depositor, the Servicer, the Special
Servicer, the Trustee and the Certificate Administrator (each, in such indemnified capacity and for purposes of this Section
6.6(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses (which for the avoidance of doubt include reasonable legal fees and expenses
related to the enforcement of this indemnity) and related costs, judgments or other costs and expenses (including reasonable attorneys’
fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful
misconduct) that the applicable Indemnified Party, may sustain arising from or as a result of the negligence, bad faith or willful
misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such
Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance
of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties
hereunder. Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and
the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder
to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying
Party pursuant to this Section 6.6(b); provided, however, that nothing in this Section 6.6(b) shall
deprive the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from
the Trust provided to such party as and to the extent provided by


 
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Section
6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so
paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment
that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in
connection with the conduct in question.  

7.            
SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE; TRUSTEE AS MAKER OF ADVANCES

7.1          
Servicer Termination Events; Special Servicer
Termination Events.

(a)          
“Servicer Termination Event,” or “Special Servicer Termination Event” wherever used
herein with respect to the Servicer or the Special Servicer, as the case may be, 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 Servicer or the Special Servicer, as applicable, to remit any payment required to be made or remitted by it
(other than Advances described under clause (ii) below) when required to be remitted under the terms of this Agreement
unless cured by 11:00 a.m. (New York time) on the first Business Day following the date on which such remittance was required
to be made;

(ii)     
any failure of the Servicer (a) to make any Monthly Interest Payment Advance required to be made pursuant to this Agreement on
or prior to the applicable Remittance Date that is not cured by 11:00 a.m. (New York time) on the related Distribution Date, (b)
to make any Administrative Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance Date
that is not cured by 11:00 a.m. (New York time) on the related Distribution Date, or (c) to make any Property Protection Advance
required to be made pursuant to this Agreement when the same is due and such failure continues unremedied for 10 Business Days
(or such shorter period (not less than one Business Day) as would prevent a lapse in insurance or a delinquent payment of real
estate taxes or ground rents) following the date on which the Servicer receives notice thereof;

(iii)    
any failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other of
its covenants or agreements or the material breach 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 shall have been given to the
Servicer or the Special Servicer, as applicable, by the Trustee or to the Servicer or the Special Servicer, as applicable, and
Trustee by the Holders of Regular Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding
Regular Certificates or, if affected thereby, by any Companion Loan Holder; provided, however, that with respect
to any such failure that is not curable within such 30-day period, the Servicer or the Special Servicer, as applicable, shall
have an additional cure period of 30 days to effect such cure so long as the Servicer or the Special Servicer, as applicable,
has commenced to cure such failure within the 


 
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initial
30-day period and has provided the Trustee with an Officer’s Certificate certifying that it has diligently pursued, and
is continuing to diligently pursue, such cure;

(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 Servicer or the Special Servicer, as applicable,
and such decree or order shall have remained in force undischarged or unstayed for a period of 60 days; provided, however,
with respect to any such decree or order that cannot be discharged, dismissed or stayed within such 60 day period, the Servicer
or the Special Servicer, as applicable, shall have an additional period of 30 days to effect such discharge, dismissal or stay
so long as it has commenced proceedings to have such decree or order dismissed, discharged or stayed within the initial 60 day
period and has diligently pursued, and is continuing to pursue, such discharge, dismissal or stay;



(v)    
the Servicer or the Special Servicer, as applicable, 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 Servicer or the Special Servicer or of or relating to all or substantially all of
its property;

(vi)   
the Servicer or the Special Servicer, as applicable, 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; 

(vii)  
the Servicer ceases to have a commercial master servicer rating of at least “CMS3” from Fitch and such rating is
not reinstated within 30 days or the Special Servicer ceases to have a commercial special servicer rating of at least “CSS3”
or “CLLSS3” from Fitch and such rating is not reinstated within 30 days, as the case may be; 

(viii) 
DBRS Morningstar (x) has qualified, downgraded or withdrawn its ratings of any class of CMBS certificates, or (y) has placed any
class of CMBS certificates on “watch status” in contemplation of a rating downgrade or withdrawal (and such “watch
status” placement, qualification, downgrade or withdrawal has not been withdrawn by DBRS Morningstar within sixty (60)
days) and, in the case of either of clauses (x) or (y), publicly cited servicing concerns with the Servicer or the Special Servicer,
as the case may be, as the sole or material factor in such action;

(ix)    
a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion
Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the
Servicer or the Special Servicer, as 


 
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applicable,
as the sole or material factor in such rating action (and such qualification, downgrade, withdrawal or “watch status”
placement has not been withdrawn by such Companion Loan Rating Agency within 60 days of such event); or

(x)     
so long as any Other Securitization Trust is subject to Exchange Act reporting requirements, the Servicer or the Special Servicer,
as applicable, or a primary servicer, subservicer or servicing function participant (such entity, the “Sub-Servicing Entity”)
retained by the Servicer or the Special Servicer fails to deliver the items required to be delivered by this Agreement to enable
such Other Securitization Trust to comply with its reporting obligations under the Exchange Act at the times required under this
Agreement after any applicable notice and cure period (and any Sub-Servicing Entity that defaults in accordance with this clause
(x) will be terminated at the direction of the Depositor);

provided,
however, that in the event that the Servicer is terminated solely by reason of a Servicer Termination Event described in
clauses (vii), (viii) or (ix) above, the Servicer shall, subject to the terms and provisions of Section
7.2(b), have a limited right to receive the proceeds from any cash offer for the servicing rights by a successor Servicer
(net of the Trustee’s “out of pocket” expenses incurred in connection with obtaining such offer and accomplishing
the servicing transfer) so long as a successor Servicer is identified within 45 days of the termination of the Servicer.

(b)          
Upon the occurrence of any Servicer Termination Event or Special Servicer Termination Event, the Trustee shall upon actual knowledge
by a Responsible Officer promptly notify the Certificate Administrator in writing and the Certificate Administrator shall (i)
post such notice on the Certificate Administrator’s Website pursuant to Section 8.14(b), (ii) provide such notice
to the 17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information Provider’s Website pursuant
to Section 8.14(b), (iii) provide notice to the Companion Loan Holders and (iv) provide notice to the Certificateholders
by mail, to the addresses set forth on the Certificate Register, unless the related Servicer Termination Event or Special Servicer
Termination Event, as applicable, shall have been cured or waived. For avoidance of doubt, (i) the occurrence of a Servicer Termination
Event with respect to the Servicer shall not cause there to have occurred a Special Servicer Termination Event with respect to
the Special Servicer unless the relevant event also constitutes a Special Servicer Termination Event and (ii) the occurrence of
a Special Servicer Termination Event with respect to the Special Servicer shall not cause there to have occurred a Servicer Termination
Event with respect to the Servicer unless the relevant event also constitutes a Servicer Termination Event. In no event will the
Trustee or the Certificate Administrator be deemed to have knowledge of or be aware of any Servicer Termination Event or Special
Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has
received written notice of, or has actual knowledge of, such Servicer Termination Event or Special Servicer Termination Event.

 

(c)          
If a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case, so long
as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee



 
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may,
or (ii) upon the written direction of Holders of Regular Certificates having at least 25% of the Voting Rights of the Regular
Certificates or, if affected thereby any Companion Loan Holder, or upon the written direction of the Risk Retention Consultation
Party (but solely in the case of a Servicer Termination Event with respect to the Special Servicer), the Trustee shall terminate
all of the rights and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement, other than rights
and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing to the Servicer
or Special Servicer under this Agreement with respect to periods prior to the date of such termination and the right to indemnification
under this Agreement), and in and to the Mortgage Loan and the proceeds thereof by notice in writing to the Servicer or the Special
Servicer, as applicable; provided that, notwithstanding anything to the contrary, if a Servicer Termination Event or Special
Servicer Termination Event, as applicable, under clauses (i), (ii), (iii) and/or (ix) of Section
7.1(a) only has an adverse effect on a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan Securities,
but has no adverse effect on the Trust Loan, the Certificateholders or a rating on any of the Certificates, then (A) the Servicer
or the Special Servicer, as applicable, shall not be terminated by the Trustee pursuant to clause (i) above of this sentence
or upon the written direction of the Holders of Certificates pursuant to clause (ii) above of this sentence, and (B) (x)
with respect to a Servicer Termination Event or Special Servicer Termination Event under clause (ix) of Section 7.1(a),
the related Other Depositor or (y) with respect to a Servicer Termination Event or Special Servicer Termination Event under clauses
(i), (ii), (iii) and/or (ix) of Section 7.1(a), the related affected Companion Loan Holder, shall
be able to require termination of the Servicer or Special Servicer, as applicable, pursuant to clause (ii) above of this
sentence. Upon any termination of the Servicer or the Special Servicer, as applicable, and appointment of a successor to the Servicer
or the Special Servicer, as applicable, the Trustee shall notify the Companion Loan Holders, the Certificate Administrator and
the Certificate Administrator shall, as soon as possible, post such notice thereof on the Certificate Administrator’s Website
and provide the same to the 17g-5 Information Provider who shall post notice thereof to the 17g-5 Information Provider’s
Website pursuant to Section 8.14(b), and thereafter, give written notice via email to the Servicer or Special Servicer,
as applicable, the Companion Loan Holders, the Depositor and the Certificateholders by mail to the addresses set forth in the
Certificate Registrar. Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the obligation,
to notify the Trustee of any Servicer Termination Event or Special Servicer Termination Event of which the Depositor becomes aware.
During any CCR Control Period, the Controlling Class Representative shall have the right to select the successor Special Servicer
following any Special Servicer Termination Event.

Also,
notwithstanding the foregoing, if a Servicer Termination Event on the part of the Servicer or a Special Servicer Termination Event
on the part of the Special Servicer affects only any Companion Loan, the holder thereof or the rating on a class of related Companion
Loan Securities, then the Servicer or Special Servicer, as applicable may not be terminated at the direction of the holders of
any Certificates (acting in such capacity).



(d)          
During any CCR Control Period, the Controlling Class Representative shall have the right to direct the Trustee to terminate the
Special Servicer (subject to such terminated Special Servicer’s rights to indemnification, payment of outstanding fees,
and other rights set forth in this Agreement which survive termination), upon at least ten Business 


 
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Days’
prior notice, with or without cause, and the Controlling Class Representative shall have the right to, and shall, appoint a successor
Special Servicer who shall execute and deliver to the other parties hereto an agreement, in form and substance reasonably satisfactory
to the Trustee, whereby the successor Special Servicer agrees to assume and perform punctually the duties of the Special Servicer
specified in this Agreement; provided that the Controlling Class Representative shall have obtained a Rating Agency Confirmation
from each Rating Agency and a Companion Loan Rating Agency Confirmation from each Companion Loan Rating Agency as to the proposed
successor Special Servicer prior to the termination of the existing Special Servicer and delivered it to the Trustee and provided
notice to the Servicer (including the full new contact information). The Special Servicer shall not be terminated pursuant to
this paragraph until a successor Special Servicer shall have been appointed. The Controlling Class Representative shall
pay any costs and expenses incurred by the Trust in connection with the removal and appointment of a Special Servicer pursuant
to this paragraph (unless such removal is based on any of the events or circumstances set forth in Section 7.1(a)). During
any CCR Consultation Period and any CCR Consultation Termination Period, upon (i) the written direction of Holders of Certificates
evidencing not less than 25% of the aggregate Voting Rights of the Principal Balance Certificates requesting a vote to terminate
and replace the Special Servicer with a proposed successor Special Servicer that is a Qualified Replacement Special Servicer,
(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 and (iii) delivery by such Certificateholders to the Certificate Administrator
and the Trustee of a Rating Agency Confirmation from each Rating Agency and a Companion Loan Rating Agency Confirmation from each
Companion Loan Rating Agency with respect to the appointment of such new special servicer (which confirmation shall be obtained
at the expense of such holders), the Certificate Administrator shall promptly provide written notice thereof to all Certificateholders
by posting such notice on the Certificate Administrator’s Website pursuant to Section 8.14(b) and by mailing at
their addresses appearing in the Certificate Register. Upon the affirmative vote of the Holders of Principal Balance Certificates
evidencing (i) at least 51% of the applicable Certificateholder Quorum or (ii) more than 50% of the aggregate Voting Rights allocable
to the Non-Reduced Certificates, the Certificate Administrator shall notify the Trustee and the Trustee shall terminate all of
the rights and obligations of the Special Servicer under this Agreement and appoint the successor Special Servicer designated
by such Certificateholders (subject to such terminated Special Servicer’s rights to indemnification, payment of outstanding
fees, reimbursement of Advances (and Advance Interest) and other rights set forth in this Agreement which survive termination);
provided, that if such affirmative vote is not achieved within 180 days of the initial request for a vote to terminate
and replace the Special Servicer, then such written direction shall have no force and effect. The Certificate Administrator shall
notify the Servicer via email of any such replacement Special Servicer (including the contact information for such successor to
the extent the Certificate Administrator has received such information). The provisions set forth in the foregoing sentences of
this paragraph shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between
each other. The Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach of
such provisions. As between the Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders
shall be entitled in their sole discretion to vote for the termination or not vote for the termination of 


 
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the
Special Servicer. The Holders of the Certificates that initiated the vote to replace the Special Servicer shall pay the costs
and expenses incurred in connection with the removal and replacement of the Special Servicer pursuant to this paragraph. The Certificate
Administrator shall include on each Distribution Date Statement a statement that each Certificateholder may access such notices
on the Certificate Administrator’s Website and that each Certificateholder may register to receive email notifications
when such notices are posted thereon. 

(e)          
[Reserved.]



(f)           
In the event that the Servicer or the Special Servicer is terminated pursuant to this Section 7.1, the Trustee (the “Terminating
Party”) shall, by notice in writing to the Servicer or the Special Servicer, as the case may be (the “Terminated
Party”) (with a copy to the Borrower Parties), terminate all of its rights and obligations under this Agreement and
in and to the Mortgage Loan and the proceeds thereof, other than any rights the Terminated Party may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement with respect to periods prior to the date of such termination and the right to the benefits
of Section 6.3 notwithstanding any such termination). On or after the receipt by the Terminated Party of such written notice,
subject to the foregoing, all of its authority and power under this Agreement, whether with respect to the Certificates (except
that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder)
or the Mortgage Loan or otherwise, shall pass to and be vested in the Terminating Party pursuant to and under this Section
(absent the appointment of an alternative successor, and such successor’s assumption of obligations hereunder, including,
without limitation, in the case of the Special Servicer, a successor designated by the Controlling Class Representative during
any CCR Control Period) and, without limitation, the Terminating Party is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Terminated 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 Loan and related documents, or otherwise. The Servicer
and the Special Servicer, as applicable, each agrees that, in the event it is terminated pursuant to this Section 7.1,
or resigns under Section 6.4(b), to promptly (and in any event no later than ten Business Days subsequent to such notice)
provide, at its own expense, the Terminating Party (which term shall include for the purposes of the remainder of this Section
7.1(f), the Trustee (or a successor Servicer or Special Servicer) in connection with a resignation of the Servicer or the
Special Servicer under Section 6.4(b)) with all documents and records in its possession or under its control relating to
the Mortgage Loan or the Property necessary or appropriate to enable the Terminating Party to assume its functions hereunder,
and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination of
its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Servicer or Special Servicer,
as applicable, or the Terminating Party, as applicable, for administration by it of all cash amounts which shall at the time be
or should have been credited by the Terminated Party (which term shall include, for the purposes of the remainder of this Section
7.1(f), the resigning party in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
to the Collection Account, any Foreclosed Property 


 
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Account
or shall thereafter be received with respect to the Mortgage Loan, and shall promptly provide the Terminating Party or such successor
Servicer or Special Servicer, as applicable (which may include the Trustee), as applicable, all documents and records reasonably
requested by it, such documents and records to be provided in such form as the Terminating Party or such successor Servicer or
the Special Servicer, as applicable, shall reasonably request (including electronic form), to enable it to assume the function
of the Servicer or the Special Servicer, as applicable, hereunder. All reasonable costs and expenses of the Terminating Party
or the successor Servicer or Special Servicer, as applicable, incurred in connection with transferring the Mortgage Loan File
to the Terminating Party or to the successor Servicer or Special Servicer, as applicable, and amending this Agreement to reflect
such succession pursuant to this Section 7.1 shall be paid by the Terminated Party upon presentation of reasonable documentation
of such costs and expenses. If the Terminated Party has not reimbursed the Terminating Party or such successor Servicer or Special
Servicer, as applicable, for such expenses within 90 days after the presentation of reasonable documentation, such expense shall
be reimbursed by the Trust pursuant to Section 3.4(c); provided that the Terminated Party shall not thereby be relieved
of its liability for such expenses. Notwithstanding the foregoing, in the event that the Special Servicer is terminated without
cause pursuant to Section 7.1(d), all costs and expenses incurred or payable by the terminated Special Servicer under this
Section 7.1 shall be paid by the Controlling Class Representative or the Holders, as applicable, requesting such termination.

7.2          
Trustee to Act; Appointment of Successor.



(a)          
On and after the time the Servicer or the Special Servicer, as the case may be, receives a notice of termination pursuant to Section
7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the
remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed
under Section 6.4(a)) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
shall, unless prohibited by-law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder
of this Section 7.2, the resigning party in connection with a resignation of the Servicer or the Special Servicer under
Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for herein and, except
as provided herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating thereto
and arising thereafter placed on the Terminated Party by the terms and provisions hereof; provided, however, that
(i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have
responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any
failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to
provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement
shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and
any other successor Servicer or Special Servicer, as the case may be, shall be indemnified to the full extent provided to the
Servicer or Special Servicer, as applicable, under this Agreement prior to the Servicer’s or the Special Servicer’s
termination. The appointment of a successor Servicer or Special Servicer, as the case may be, shall not affect any liability of
the Terminated Party that may have arisen prior to its termination as such. The Terminating Party 


 
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shall
not be liable for any of the representations and warranties of the Terminated Party herein or in any related document or agreement,
for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the Terminated
Party nor shall the Terminating Party or any successor Servicer or Special Servicer be required to purchase the Mortgage Loan
hereunder. None of the Trustee, the Terminating Party, the successor Servicer or the Special Servicer shall have any responsibility
nor shall any of them be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying
out any of its duties under this Agreement if any such failure or delay results from the Trustee, the Terminating Party, successor
Servicer or successor Special Servicer acting in accordance with information prepared or supplied by any other Person or the failure
of any such Person to prepare or provide such information. None of the Trustee, the Terminating Party, the successor Servicer
or the successor Special Servicer shall have any responsibility, shall be in default or shall incur any liability (i) for any
failure to act by any third party, including the predecessor Servicer, the predecessor Special Servicer, the current Servicer
or Special Servicer (if the successor is not succeeding to such capacities), the Depositor or the Trustee or for any inaccuracy
or omission in a notice or communication received by the successor from any third party or (ii) which is due to or results from
the invalidity, unenforceability of the Mortgage Loan, Mortgage Loan Agreement or any other agreement under applicable law; provided
that nothing herein shall in any way diminish the duty of the Terminated Party to perform its obligations under Section 7.1(f).
As compensation therefor, the Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled
to all compensation with respect to the Mortgage Loan to which the Terminated Party would have been entitled that accrues after
the date of the Terminating Party’s succession to which the Terminated Party would have been entitled if it had continued
to act hereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee
may, if it shall be unwilling to so act, or shall, if it is unable to so act, or if the Holders of Regular Certificates having
greater than 25% of the aggregate Voting Rights of all then outstanding Regular Certificates so request in writing to the Trustee,
or the Trustee is not approved by the Rating Agencies as a Servicer or Special Servicer, as the case may be, as evidenced by a
Rating Agency Confirmation, or if the Rating Agencies do not provide written confirmation that the succession of the Trustee as
Servicer or Special Servicer, as the case may be, shall not cause a downgrade, qualification or withdrawal of the then current
ratings of the Certificates, promptly appoint, or petition a court of competent jurisdiction to appoint, any established loan
servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained,
as the successor to the Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Servicer or the Special Servicer, as applicable, hereunder. No appointment of a
successor to a Terminated Party hereunder shall be effective until the assumption by such successor of all the Terminated Party’s
responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, unless
the Trustee shall be prohibited by-law from so acting, the Trustee shall act in the applicable capacity as herein above provided,
notwithstanding, in the case of the Trustee acting as successor Servicer, any eligibility requirements for a Servicer as set forth
in this Agreement. Any appointment or succession by the Trustee to the rights and obligations of the Special Servicer hereunder
shall be subject to the Controlling Class Representative’s right to replace the Special Servicer during any CCR Control
Period. In connection with such 


 
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appointment
and assumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments
on the Mortgage Loan as it and such successor shall agree; provided, however, no such compensation shall be in excess
of that permitted the Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform
the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess
of that permitted the Terminated Party shall be paid pursuant to Section 3.4(c). The Depositor, the Trustee, the Servicer
(as applicable), the Special Servicer (as applicable) and such successor shall take such action, consistent with this Agreement,
as shall be necessary to effectuate any such succession.

If
the Trustee or an Affiliate acts pursuant to this Section 7.2 as successor to the resigning Servicer or terminated Servicer,
as the case may be, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s
compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint
a successor to the resigning Servicer or terminated Servicer, as the case may be, other than itself or an Affiliate pursuant to
this Section 7.2, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion
of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 7.2.

 

(b)          
Notwithstanding Section 7.1(b) of this Agreement, if a Servicer receives a notice of termination solely due to a Servicer
Termination Event under Section 7.1(a)(vii), Section 7.1(a)(viii) or Section 7.1(a)(ix) and the terminated
Servicer provides the Trustee with the appropriate “request for proposal” materials within five Business Days after
such termination, then such Servicer shall continue to serve as Servicer, if requested to do so by the Trustee, and the Trustee
shall promptly thereafter (using such “request for proposal” materials provided by the terminated Servicer) solicit
good faith bids for the rights to be the successor Servicer under this Agreement from at least three Persons qualified to act
as successor Servicer hereunder in accordance with Section 6.4 and this Section 7.2 for which the Trustee has received
a Rating Agency Confirmation (any such Person so qualified, a “Qualified Bidder”) or, if three Qualified
Bidders cannot be located, then from as many Persons as the Trustee can determine are Qualified Bidders; provided, however,
that (i) at the Trustee’s request, the terminated Servicer shall supply the Trustee with the names of Persons from whom
to solicit such bids; and (ii) the Trustee shall not be responsible if less than three or no Qualified Bidders submit bids for
the right to be the successor Servicer under this Agreement. The Trustee shall have no obligation and shall have no liability
or responsibility for the information in the bid materials. The bid proposal shall require any Successful Bidder (as defined below),
as a condition of such bid, to enter into this Agreement as successor Servicer with respect to the Mortgage Loan, and to agree
to be bound by the terms hereof, within 45 days after the receipt by the terminated Servicer of a notice of termination. The Trustee
shall solicit bids (i) on the basis of such successor Servicer entering into a Sub-Servicing Agreement with the terminated Servicer
to service the Mortgage Loan at a sub-servicing fee rate per annum equal to the Retained Servicing Fee Rate (each, a “Servicing-Retained
Bid”) and (ii) on the basis of having no obligation to enter into a Sub-Servicing Agreement with the terminated Servicer
(each, a “Servicing-Released Bid”). The Trustee shall select the Qualified Bidder with the highest cash Servicing-Retained
Bid (or, if none, the highest cash Servicing Released Bid) (the “Successful Bidder”) to act as 


 
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successor
Servicer hereunder. The Successful Bidder shall enter into this Agreement as successor Servicer pursuant to the terms hereof (and,
if the successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing Agreement with the terminated Servicer as contemplated
above), no later than 45 days after the termination of the terminated Servicer. Upon the assignment and acceptance of the servicing
rights hereunder to and by the Successful Bidder, and upon the payment of the proceeds by the Successful Bidder to the Certificate
Administrator, the Certificate Administrator shall remit or cause to be remitted to the terminated Servicer the amount of such
cash bid received from the Successful Bidder (net of “out of pocket” expenses incurred in connection with obtaining
such bid and transferring servicing).

(c)          
In order to induce a party other than itself or one of its Affiliates to submit a Servicing-Retained Bid, the Trustee may reduce
the fee paid to a sub-servicer pursuant to Section 7.2(b) above to the extent reasonably necessary to appoint a successor
other than itself or an Affiliate.

7.3          
Notification to Certificateholders, the Depositor
and the Rating Agencies.

(a)          
Upon any termination of the Servicer or the Special Servicer, as the case may be, pursuant to Section 7.1 or appointment
of a successor to the Servicer or Special Servicer, as the case may be, the Certificate Administrator shall, as soon as practicable,
give written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register and to the
Depositor and the Rating Agencies.

(b)          
Within thirty days after the occurrence of any Servicer Termination Event or Special Servicer Termination Event of which a Responsible
Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Certificateholders,
to the Depositor and to the 17g-5 Information Provider (who shall post such notice on the 17g-5 Information Provider’s
Website) (in electronic form reasonably acceptable to the 17g-5 Information Provider) notice of such Servicer Termination Event
or Special Servicer Termination Event, as the case may be, unless the Certificate Administrator shall have received notice that
such Servicer Termination Event or Special Servicer Termination Event shall have been cured or waived.

7.4          
Other Remedies of Trustee. During the continuance
of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, or so long as such Servicer Termination
Event or Special Servicer Termination Event shall not have been remedied, the Trustee, in addition to the rights specified in
Section 7.1, shall have the right, in its own name as trustee of an express trust, to take all actions now or hereafter
existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights
and remedies, of the Certificateholders and the Companion Loan Holders (including the institution and prosecution of all judicial,
administrative and other proceedings and the filing of proofs of claim and debt in connection therewith). In such event, the legal
fees, expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of the
Trust, and the Trustee shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from the Collection Account.
Except as otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other
remedy, and each and every


 
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remedy
shall be cumulative and in addition to any other remedy and no delay or omission to exercise any right or remedy shall impair
any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event or Special Servicer Termination Event.

7.5          
Waiver of Past Servicer Termination Events and Special Servicer Termination Events. The Holders of Certificates evidencing
not less than 66 and 2/3% of the aggregate Voting Rights of all then outstanding Certificates (and, if affected by the related
default, the Companion Loan Holders) may, on behalf of all Certificateholders (and the Companion Loan Holders) and upon adequate
indemnification of the Trustee by the requesting Holders of Certificates, waive any default by the Servicer or the Special Servicer
in the performance of its obligations hereunder and its consequences, except a default in making any required deposits (including
Monthly Interest Payment Advances) to or payments from the Collection Account, the Distribution Account or any Foreclosed Property
Account or in remitting payments as received, in each case in accordance with this Agreement. Upon any such waiver of a past default,
such default shall cease to exist, and the related Servicer Termination Event or Special Servicer Termination Event arising therefrom
shall be deemed to have been remedied for every purpose under this Agreement. No such waiver shall extend to any subsequent or
other default or impair any right related thereto.

7.6          
Trustee as Maker of Advances. 
 In the event that the Servicer fails to fulfill its obligations hereunder to make any Advances, the Trustee shall, subject
to the provisions of Section 3.23 of this Agreement, perform such obligations (w) within five Business Days (or such shorter
period (but not less than one Business Day) as may be required, if applicable, to avoid any lapse in insurance coverage required
under the Mortgage Loan Documents or this Agreement with respect to the Property or to avoid any foreclosure or similar action
with respect to Property by reason of failure to pay real estate taxes, assessments, ground rents or governmental charges) of
a Responsible Officer of the Trustee obtaining knowledge of such failure by the Servicer with respect to Property Protection Advances
and Administrative Advances and (x) by 12:00 noon (New York time) on the related Distribution Date with respect to Monthly Interest
Payment Advances. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of the Servicer’s
rights with respect to Advances hereunder, including, without limitation, the rights of reimbursement and interest on each Advance
at the Advance Interest Rate, and rights to determine that a proposed Advance is a Nonrecoverable Advance (without regard to any
impairment of any such rights of reimbursement caused by such Servicer’s default in its obligations hereunder and further
subject to the Trustee’s standard of good faith judgment); provided, however, if Advances made by the Trustee
and the 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
Servicer for such Advances and interest accrued thereon. The Trustee shall be entitled to conclusively rely on any notice given
by the Servicer or the Special Servicer with respect to a Nonrecoverable Advance hereunder.


 
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8.            
THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR

8.1          
Duties of the Trustee and the Certificate Administrator. (a)
The Trustee, prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be,
and after the curing or waiver of any Servicer Termination Event or Special Servicer Termination Event, as the case may be, that
may have occurred, undertakes with respect to the Trust to perform such duties and only such duties as are specifically set forth
in this Agreement. None of the Depositor, the Servicer or the Special Servicer shall be obligated to monitor or supervise the
performance by the Trustee or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or a
Special Servicer Termination Event, as the case may be, has occurred (which has not been cured or waived), the Trustee, subject
to the provisions of Sections 7.2 and 7.4, shall exercise such of the rights and powers vested in it by this Agreement,
and shall use the same degree of care and skill in such exercise, as a prudent institution would exercise or use under the circumstances
in the conduct of such institution’s own affairs. Any permissive right of the Trustee set forth in this Agreement shall
not be construed as a duty, and the Trustee shall not be answerable for other than the negligence, bad faith, fraud or willful
misconduct on the part of the Trustee in the exercise of such right. The Certificate Administrator undertakes to perform at all
times such duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Certificate
Administrator shall be construed as a duty and the Certificate Administrator shall not be answerable for other than the negligence,
bad faith, fraud or willful misconduct on the part of the Certificate Administrator in the exercise of such right. The Trustee
(or the Servicer or the Special Servicer on its behalf) shall have the power to exercise all the rights of a holder of the Mortgage
Loan on behalf of the Certificateholders and the Companion Loan Holders, subject to the terms of the Mortgage Loan Documents;
provided, however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or
Special Servicer, as the case may be, pursuant to this Agreement.

(b)          
Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee and the Certificate
Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause
to be examined, such instruments to determine whether they conform on their face to the requirements of this Agreement to the
extent specifically set forth herein; provided, however, neither the Trustee nor the Certificate Administrator shall
be responsible for the legality, ownership, title, validity or enforceability of any such aforementioned document furnished by
any other party hereto, and accepted by the Trustee or the Certificate Administrator, as applicable, in good faith, pursuant to
this Agreement. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material
manner, the Trustee or the Certificate Administrator, as applicable, may take such action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s,
as applicable, reasonable satisfaction, the Trustee or the Certificate Administrator, as applicable, may or may not act upon same.

(c)          
Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator
from liability for its own 


 
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negligent
action, its own negligent failure to act, its failure to perform its obligations in compliance with this Agreement, or its own
willful misconduct or bad faith; provided, however:

(i)      
no implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator, and
each of the Trustee and the Certificate Administrator, as applicable, 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 and/or the Certificate
Administrator and conforming to the requirements of this Agreement which it reasonably believes in good faith to be genuine and
to have been duly executed by the proper authorities respecting any matters arising hereunder;

(ii)     
neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate
Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts;

(iii)    
neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to
be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the
aggregate, not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any
proceeding for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred
upon the Trustee or the Certificate Administrator, under this Agreement;



(iv)   
neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any failure by the Servicer or the Special
Servicer to comply with any of their respective obligations under this Agreement or of the occurrence of any of the events referred
to in Section 7.1 or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator,
as applicable, may be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as
applicable, obtains actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as
applicable, receives written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates
evidencing, in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates;

(v)    
neither the Trustee nor the Certificate Administrator, as applicable, 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 the Certificate Administrator,
as applicable, negligence, bad faith or willful misconduct was the primary cause of such insufficiency; 

(vi)   
neither the Trustee nor the Certificate Administrator, as applicable, shall be obligated to investigate whether any information
provided to or received by the 


 
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Trustee
or the Certificate Administrator, as applicable, with respect to the Mortgage Loan or the Certificates is required to maintained
on a confidential basis; and

(vii)  
for all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be required to take any action
with respect to, or be deemed to have notice or knowledge of any Mortgage Loan Event of Default, Servicer Termination Event or
Special Servicer Termination Event, unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable,
has actual knowledge thereof or shall have received written notice thereof. In the absence of receipt of such notice and such
actual knowledge otherwise obtained, the Trustee or the Certificate Administrator, as applicable may conclusively assume that
there is no Mortgage Loan Event of Default, Servicer Termination Event or Special Servicer Termination Event.

(d)          
None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to
(i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such
funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible
for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement, except,
with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding
anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability
in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee
or the Certificate Administrator is acting in any such capacity hereunder; provided, further, that in any such capacity
the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee
and Certificate Administrator hereunder, as applicable.

8.2          
Certain Matters Affecting the Trustee and the Certificate Administrator. (a) Except as otherwise provided in Section
8.1:

(i)      
each of the Trustee and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, auditor’s certificate or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

(ii)     
each of the Trustee and the Certificate Administrator may consult with counsel and accountants, and any written 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 with such Opinion of Counsel;

 


 
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(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 to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee or the Certificate Administrator, as applicable, security or indemnity reasonably satisfactory to
it against the costs, expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby; provided,
however, that nothing contained herein shall relieve the Trustee of the obligation, upon the occurrence of a Servicer Termination
Event or Special Servicer Termination Event, as the case may be (which has not been cured or waived), 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
person would exercise or use under the circumstances in the conduct of such person’s 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 reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it
by this Agreement;

(v)    
prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder and after the curing or
waiver of such Servicer Termination Event or Special Servicer Termination Event, as applicable, that may have occurred, neither
the Trustee nor the Certificate Administrator shall be bound to ascertain or inquire as to the performance or observance of any
of the terms, conditions, covenants or agreements herein (except as specifically required by this Agreement) or 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 so to do by Holders of Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the outstanding Certificates; provided, however, 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 either party in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator,
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, as applicable, may require indemnity reasonably satisfactory to it against such
costs, expenses or liabilities as a condition to taking any such action. The reasonable expense of every such investigation shall
be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination
Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders
requesting the investigation;

(vi)   
each of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys selected by it with due care but shall not be relieved of its obligations
by virtue of the use of any such agent or attorney;


 
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(vii)  
no provision of this Agreement or of the Certificates shall require the Trustee or the Certificate Administrator to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or thereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it;

(viii) 
the Certificate Administrator shall not be liable for any loss on any investment of funds made by it pursuant to the terms of
this Agreement other than as set forth in Section 3.8 (and other than investments made with the Certificate Administrator
as an obligor on such investments in its individual commercial capacity);

(ix)    
neither the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with
the execution and performance of its duties hereunder;



(x)     
neither the Trustee nor the Certificate Administrator, as applicable, hereunder shall be personally liable hereunder by reason
of any act or failure to act of any predecessor or successor Trustee or Certificate Administrator, as applicable, hereunder.

(b)          
Following the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the
Trust Fund not specifically contemplated by this Agreement.

(c)          
All rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator
may be enforced by such party without the possession of any of the Certificates, or the production thereof at the trial or other
proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate Administrator,
as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions
of this Agreement.

(d)          
In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including, without limitation, those relating to the funding of terrorist activities and money laundering including Section 326
of the USA PATRIOT Act (“Applicable Laws”), each of the Trustee and the Certificate Administrator is required
to obtain, verify, record and update certain information relating to individuals and entities which maintain a business relationship
with the Trustee or the Certificate Administrator, as applicable. Accordingly, each of the parties agrees to provide to the Trustee
or the Certificate Administrator, as applicable, upon its request from time to time, such identifying information and documentation
as may be available for such party in order to enable the Trustee to comply with Applicable Laws.

8.3          
Neither the Trustee nor the Certificate Administrator
is Liable for Certificates or the Mortgage Loan. The
recitals contained herein and in the Certificates (other than the signature and authentication of the Certificate Administrator
on the Certificates) shall not be taken as the statements of the Trustee or the Certificate Administrator and the Trustee and
the Certificate Administrator assume no responsibility for their correctness. The Trustee and the


 
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Certificate
Administrator make no representations as to the validity or sufficiency of this Agreement (other than its execution of this Agreement),
the Certificates or of the Mortgage Loan or related documents except as expressly set forth herein. Neither the Trustee nor the
Certificate Administrator shall be liable for any action or failure to take any action by a Loan Seller under the related Trust
Loan Purchase Agreement, including, without limitation, in connection with any failure of the Loan Seller to properly prepare
each of the documents and/or instruments referred to in clauses (B), (C), (D), (E) and (I) of the
definition of Mortgage Loan File in Section 2.1(b), and neither the Trustee nor the Certificate Administrator shall be
required to take any action in connection with such action or failure of such Loan Seller (except to the extent otherwise expressly
required pursuant to this Agreement, including Section 2.2). The Trustee and the Certificate Administrator shall not be
liable for any action or failure of any action by the Depositor, the Servicer or the Special Servicer hereunder. The Trustee and
the Certificate Administrator shall not at any time have any responsibility or liability for or with respect to the legality,
ownership, title, recordability, collectability, suitability, genuineness, validity or enforceability of the Mortgage or any other
Collateral Security Documents or the Mortgage Loan, or the perfection, sufficiency and priority of the Mortgage or any other Collateral
Security Documents or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the Trust
or its ability to generate the payments to be distributed to the Certificateholders under this Agreement, including, without limitation,
the existence, condition and ownership of the Property; the existence and enforceability of any hazard insurance thereon; the
validity of the assignment of the Mortgage Loan to the Trust; the performance or enforcement of the Mortgage Loan (other than
with respect to the Servicer or the Special Servicer, if the Trustee shall assume the duties of the Servicer and/or the Special
Servicer, respectively, pursuant to Section 7.2 and then only to the extent of the obligations of the Servicer or the Special
Servicer, as applicable, hereunder); the compliance by the Depositor, the Borrower Parties, the Servicer and the Special Servicer
with any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty
or representation made under this Agreement or in any related document prior to the Trustee’s or the Certificate Administrator’s,
as applicable, receipt of notice or other discovery of any noncompliance therewith or any breach thereof; any investment of monies
by or at the direction of the Servicer or the Special Servicer or any loss resulting therefrom (other than investments made with
the Trustee or the Certificate Administrator in its commercial capacity); the failure of the Servicer, the Special Servicer or
any sub-servicer to act or perform any duties required of it hereunder; or any action by the Trustee or the Certificate Administrator
taken at the direction of the Servicer or the Special Servicer (other than with respect to the Trustee, if the Trustee shall assume
the duties of the Servicer or the Special Servicer); provided, however, the foregoing shall not relieve the Trustee
or the Certificate Administrator of its obligation to perform its duties under this Agreement. Except with respect to a claim
based on the Trustee’s or the Certificate Administrator’s, as applicable, negligent action, negligent failure to
act or willful misconduct (or such other standard of care as may be provided herein with respect to any particular matter), no
recourse shall be had for any claim based on any provisions of this Agreement, the Certificates, the Mortgage, the Property, the
Collateral Security Documents or the Mortgage Loan or assignment thereof against the Trustee or the Certificate Administrator
in their individual capacity, the Trustee and the Certificate Administrator shall not have any personal obligation, liability
or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted
solely against the Trust or any indemnitor who shall 


 
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furnish
indemnity as provided in this Agreement. Neither the Trustee nor the Certificate Administrator shall have any responsibility for
filing any financing or continuation statements in any public office at any time or to otherwise perfect or maintain the perfection
of any security interest or lien granted to it hereunder or to record this Agreement (unless, with respect to the Trustee, the
Trustee shall have become the successor Servicer or Special Servicer). Neither the Trustee nor the Certificate Administrator shall
be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates
or for the use or application of any funds paid to the Depositor in respect of the assignment of the Mortgage Loan to the Trust,
or for the use or application of any funds deposited in or withdrawn from the Collection Account or any account maintained by
or on behalf of the Servicer (except to the extent that the Collection Account is held by the Trustee or the Certificate Administrator
in their commercial capacities), or for investment of such amounts (other than investments made with the Trustee or the Certificate
Administrator in their commercial capacities).



Neither
the Trustee nor the Certificate Administrator, by reason of the action or inaction of a Responsible Officer or Responsible Officers
of the Trustee or the Certificate Administrator, as applicable, nor any of their respective directors, officers, employees, Affiliates
or agents shall have any liability to the Trust or the Certificateholders or the Companion Loan Holders for any action taken or
for refraining from the taking of any action in good faith pursuant to this Agreement, for actions taken or not taken at the direction
of the Certificateholders or the Companion Loan Holders or for errors in judgment; provided, however, this provision
shall not protect the Trustee, the Certificate Administrator or any such Person against any liability which would otherwise be
imposed by reason of negligence, bad faith or willful misconduct of the Trustee, the Certificate Administrator or any such Person,
as applicable. Except with respect to any fidelity bond required pursuant to Section 8.6, the Trustee and the Certificate
Administrator will not be required to post any kind of bond or surety in connection with the execution and performance of its
duties under this Agreement. In no event will the Trustee or the Certificate Administrator, as applicable, be liable for punitive,
special, 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, as applicable, has been advised of the likelihood of such loss or damage, or be
liable for any failure or delay in the performance of its obligations hereunder due to force majeure or acts of God. Subject to
Section 8.12(a), the Trustee, the Certificate Administrator and any of their respective directors, officers, employees,
Affiliates or Controlling Persons shall be indemnified pursuant to Section 3.4(c) out of amounts on deposit in the Collection
Account, and held harmless against any and all claims, losses, liabilities, demands, foreclosures, damages, penalties, fines,
forfeitures, legal fees, liabilities or expenses (which for the avoidance of doubt include reasonable legal fees and expenses
related to the enforcement of this indemnity) and related costs, judgments or other costs, liabilities or expenses incurred in
connection with or related to the Trustee’s or the Certificate Administrator’s performance of their respective powers
and duties under this Agreement (including, without limitation, performance under Section 8.1 hereof); provided,
however, this provision shall not protect the Trustee, the Certificate Administrator or any such Person against, or provide
any of them indemnification for, any liability which would otherwise be imposed by reason of negligence, bad faith or willful
misconduct of the Trustee, the Certificate Administrator or any such Person. The indemnification provided hereunder shall survive
the resignation or removal of the Trustee or the Certificate Administrator, as applicable, and the termination of this Agreement.
Anything herein to the contrary notwithstanding, the Trustee 


 
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shall
be responsible for its acts or failure to act as Servicer and/or the Special Servicer during the time the Trustee is serving as
such pursuant and subject to the terms of this Agreement.

 

Subject
to the terms of this Agreement, except as otherwise provided herein,, neither the Certificate Administrator nor the Trustee will
have any duty (except, with respect to the Trustee, in the capacity as a successor Servicer or successor Special Servicer) (A)
to see to any recording, filing or depositing of any agreement or any financing statement or continuation statement evidencing
a security interest, or to see to the maintenance of any such recording or filing or depositing or to any re-recording, refiling
or redepositing thereof, (B) to see to any insurance, and (C) to confirm or verify the contents of any reports or certificates
of the Servicer or the Special Servicer delivered to the Trustee or the Certificate Administrator, as the case may be, reasonably
believed by the Trustee or the Certificate Administrator, as the case may be, to be genuine and to have been signed or presented
by the proper party or parties.

8.4          
Trustee and Certificate Administrator May
Own Certificates. The Trustee and the
Certificate Administrator in their individual or any other capacity may become the owner or pledgee of Certificates with the same
rights, powers, and privileges as it would have if they were not the Trustee or the Certificate Administrator.

8.5          
Trustee’s and Certificate Administrator’s
Fees and Expenses. As compensation for
its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Trustee/Certificate
Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein,
the Trustee/Certificate Administrator Fee includes all routine expenses of the Trustee, the Certificate Administrator and the
Authenticating Agent. As compensation for the performance of its duties hereunder, the Trustee shall be paid the Trustee Fee (which
shall be payable out of the Trustee/Certificate Administrator Fee), which shall cover recurring and otherwise reasonably anticipated
expenses of the Trustee. The Trustee/Certificate Administrator 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 Certificate Administrator’s and the Trustee’s
sole form of compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the
trust hereby created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and
the Trustee hereunder. Each of the Trustee’s and the Certificate Administrator’s rights to the Trustee/Certificate
Administrator Fee (including that portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee, which
is payable to the Trustee) may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s
or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement. The Trustee and the
Certificate Administrator shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred
or made by the Trustee or the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement
(including the reasonable fees and expenses of its counsel and of all Persons not regularly in its employ), provided such
cost would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions,
except any such expense, disbursement or advance as may arise from its negligence, bad faith or willful misconduct or which is
expressly the responsibility of a Certificateholder or a group of Certificateholders hereunder, all of which reimbursements to
be paid from amounts on deposit in the Collection Account pursuant to Section 3.4(c); provided, however,
neither the Trustee nor the Certificate 


 
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Administrator
shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees and expenses
(a) so long as payment of such fees and expenses are reasonably assured to it, or (b) to the extent that the Trustee’s
or the Certificate Administrator’s, as applicable, obligations hereunder are expressly contingent upon the receipt of an
indemnity from the Certificateholders, that it has received such indemnity. The Trustee and the Certificate Administrator shall
provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection
with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision
of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for
an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder
unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.

8.6          
Eligibility Requirements for the Trustee and
the Certificate Administrator; Errors and Omissions Insurance. (a)
Each of the Trustee and the Certificate Administrator hereunder shall at all times be a Qualified Certificate Administrator or
Qualified Trustee, as applicable, and shall not be an Affiliate of any Borrower, the Loan Seller, any Mezzanine Borrower or the
Depositor or an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties
of the Servicer and/or Special Servicer pursuant to Section 7.2). In addition the Trustee shall satisfy the requirements
for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment Company Act of 1940, as amended. If a corporation,
association or trust company publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for purposes of this Section the combined capital and surplus of such entity 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
that the place of business from which the Trustee or the Certificate Administrator, as applicable, administers the Trust Fund
is a state or local jurisdiction that imposes a tax on the Trust, the Trustee or the Certificate Administrator, as applicable,
shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.7, (ii) pay such
tax from its own funds and continue as Trustee or Certificate Administrator, as applicable, or (iii) administer the Trust Fund
from a state and local jurisdiction that does not impose such a tax. In case at any time the Trustee or the Certificate Administrator
shall cease to be eligible in accordance with the provisions of this Section, the Trustee or the Certificate Administrator,
as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.

(b)          
Each of the Certificate Administrator and the Trustee 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 covering the
Trustee’s or the Certificate Administrator’s, as applicable, directors, officers and employees acting on behalf
of the Trustee or the Certificate Administrator, as applicable, in connection with its activities under this Agreement; provided,
that if the unsecured long-term debt of the Trustee or the Certificate Administrator, as applicable, is not rated at least “A-”
by Fitch and “A(low)” by DBRS Morningstar, then the claims paying ability of the insurer under such applicable error
and omissions insurance policy must be rated at least “A” by Fitch and “A(low)” by DBRS Morningstar.
Such insurance policy shall protect the Trustee or the Certificate Administrator, as applicable, against losses, forgery, theft,
embezzlement, fraud, 


 
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errors
and omissions of such covered persons. The amount of coverage shall be at least equal to the coverage that is required by applicable
governmental authorities having regulatory power over the Trustee or the Certificate Administrator, as applicable. In the event
that any such bond or policy ceases to be in effect, the Trustee or the Certificate Administrator, as applicable, shall obtain
a comparable replacement bond or policy. In lieu of the foregoing, but subject to this Section 8.6(b), the Trustee and
the Certificate Administrator, as applicable, shall be entitled to self-insure with respect to such risks so long as it (or its
immediate or remote parent) is rated at least “A-” by Fitch and “A(low)” by DBRS Morningstar.

8.7          
Resignation and Removal of the Trustee or
the Certificate Administrator. Each
of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by
giving written notice of resignation to the other such party, the Depositor, the Initial Purchasers, the Servicer, the Special
Servicer, the Certificate Administrator, the Certificate Registrar (if other than the Trustee), the Trustee, the Companion Loan
Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant
to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Certificateholders
at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when,
subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate
Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set
forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee
or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification
or withdrawal by the Rating Agencies of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation
from each Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate
Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate
Administrator shall have been so appointed and shall have accepted appointment within 90 days after the giving of such notice
of resignation, the resigning Trustee or Certificate Administrator, as applicable, 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.

 

If
at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance
with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate
Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the
Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time
the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or
a receiver of the Trustee or the Certificate Administrator or of either of their 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, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as
applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate,
executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate
Administrator, as applicable, so removed and one copy 


 
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to
the successor Trustee or Certificate Administrator, as applicable. Holders of Certificates evidencing, in the aggregate, not less
than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator
and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate,
signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be
delivered to the Depositor (with a copy to the Servicer and the Special Servicer), one complete set to the Trustee or the Certificate
Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee
or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be
given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial
Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate
Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which
it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided that, if the
Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if
the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate,
more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be
required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation,
the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate
administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated
without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above
in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary
to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator,
as applicable.

Any
resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment
by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

8.8          
Successor Trustee or Successor Certificate
Administrator. Any successor Trustee
or Certificate Administrator appointed as provided in Section 8.7 shall execute, acknowledge and deliver to the Depositor,
the Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such
appointment hereunder and (ii) making the representations and warranties of the Trustee or the Certificate Administrator, as applicable,
as provided in Sections 2.3 and 2.4, respectively, and thereupon the resignation or removal of the predecessor trustee
or certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, 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 Certificate
Administrator shall deliver or cause to be delivered to the successor Certificate Administrator, as applicable, the Mortgage Loan
File and related documents and statements held by it hereunder, and the Depositor, the Servicer, the Special Servicer and the
predecessor trustee or certificate administrator shall execute and deliver


 
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such
instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the
successor Trustee or Certificate Administrator all such rights, powers, duties and obligations, subject, however, to the
payment of all amounts due to the predecessor Trustee or Certificate Administrator, as applicable, under this Agreement.

 

No
successor Trustee or Certificate Administrator shall accept appointment as provided in this Section unless at the time
of such acceptance such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6
and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of
the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator).

Upon
acceptance of appointment by a successor Trustee or Certificate Administrator as provided in this Section, the successor
Trustee or Certificate Administrator shall mail notice of the succession of such successor Trustee or Certificate Administrator
hereunder to all Certificateholders at their addresses as shown in the Certificate Register, the Depositor, the Initial Purchasers,
the Servicer, the Special Servicer, the Companion Loan Holders and the Borrower Parties. 

No
Trustee or Certificate Administrator hereunder shall be personally liable hereunder by reason of any act or failure to act of
any predecessor or successor Trustee or of any predecessor or successor Trustee certificate administrator, as applicable, hereunder.

8.9          
Merger or Consolidation of the Trustee or
the Certificate Administrator. Any Person
into which the Trustee or the Certificate Administrator may be merged or converted or with which either 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, and shall be deemed to have
assumed all of the liabilities and obligations of the Trustee or the Certificate Administrator, as applicable, hereunder, provided
that (i) such Person shall be eligible under the provisions of Section 8.6, without the execution or filing of any
paper or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding and (ii) Rating
Agency Confirmation shall have been delivered to such Person.

8.10        
Appointment of Co-Trustee or Separate Trustee. (a)
At any time or times, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Property
may at the time be located or in which any action of the Trustee may be required to be performed or taken, the Trustee, the Depositor
or the Holders of Certificates evidencing, in the aggregate, a majority of the Voting Rights of the outstanding Certificates,
by an instrument in writing signed by it or them, may appoint one or more individuals or corporations approved by the Trustee
to act as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any part of the Property,
to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee acting jointly
with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust pursuant to Section
3.4(c).


 
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(b)        The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to the Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be.  Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf and in its, her or his name.  In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, the title to any applicable Property and all assets, property, rights, powers, duties and obligations of such separate trustee or co-trustee shall, so far as permitted by-law, vest in and be exercised by the Trustee, without the appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed.

 

(c)        All provisions of this Agreement which are for the benefit of the Trustee or the Certificate Administrator shall extend to and apply to (in the case of the Trustee) each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10, and to the Trustee or the Certificate Administrator, as applicable, in each capacity that it may assume hereunder, including, without limitation, its capacity as Certificate Registrar, Authenticating Agent, Custodian and 17g-5 Information Provider, as applicable.

 

(d)        Every co-trustee and separate trustee hereunder shall, to the extent permitted by-law, be appointed and act and the Trustee shall act, subject to the following provisions and conditions:  (i) all powers, duties, obligations and rights conferred upon the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised or performed by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee shall be exercised hereunder by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee; and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.

 

If, at any time, the Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver all instruments and agreements necessary or proper to remove any co-trustee or separate trustee.  Notwithstanding the foregoing,



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the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or responsibilities in any way or to any degree.

(e)        Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.

 

(f)        Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the Trustee hereunder, and such co-trustee or separate trustee shall meet the eligibility requirements set forth in Section 8.6.

 

8.11     Appointment of Authenticating Agent.  (a) The Certificate Administrator may appoint an agent or agents which shall be authorized to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating Agent”), and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid and obligatory for all purposes as if authenticated by the Certificate Administrator hereunder.  Wherever a reference is made in this Agreement to the authentication and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator by an Authenticating Agent.  Each Authenticating Agent shall, at all times, be a corporation or association organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such law to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such laws to do trust business and subject to supervision or examination by federal or state authorities.  If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If, at any time, an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.  The initial Authenticating Agent shall be the Certificate Administrator.

 

(b)        Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to the corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent, provided such Person shall be otherwise eligible under this Section.

 

(c)        An Authenticating Agent may resign at any time by giving at least 30 days’ advance written notice thereof to the Servicer or the Special Servicer, as applicable, and the Depositor and the Certificate Administrator.  The Certificate Administrator may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Servicer or the Special Servicer, as applicable, and the

 



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Depositor and the Certificate Administrator.  Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Certificate Administrator may appoint a successor Authenticating Agent and shall mail written notice of such appointment by first class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register.  Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein.  No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

 

8.12     Trustee and Certificate Administrator Indemnification; Third-Party Claims.

 

(a)         Each of the Trustee and the Certificate Administrator and any director, officer, employee or agent of the Trustee or the Certificate Administrator, as applicable, shall be indemnified and held harmless by the Trust, out of the proceeds of the Mortgage Loan against any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs (which for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity), judgments and any other costs, liabilities, fees and expenses incurred in connection with any legal action relating to this Agreement, other than any loss, liability or expense (i) specifically required to be borne by the party seeking indemnification, without right of reimbursement pursuant to the terms of this Agreement; (ii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any breach on the part of that party of a representation or warranty made in this Agreement; or (iii) incurred in connection with any legal action or claim against the party seeking indemnification, resulting from any negligence, bad faith or willful misconduct on the part of that party in the performance of its obligations or duties under this Agreement or negligent disregard of such obligations or duties. The Trust shall pay, from amounts on deposit in the Collection Account pursuant to Section 3.4, 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. The indemnification provided herein shall survive the termination of this Agreement and the termination or resignation of the Trustee and/or the Certificate Administrator, as applicable.

 

(b)        Each of the Trustee and the Certificate Administrator (each, in such indemnifying capacity and for purposes of this Section 8.12(b), an “Indemnifying Party”) agrees severally and not jointly to indemnify the Trust and each of (other than itself) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, each Companion Loan Holder and any director, officer, employee or agent or Controlling Person of any of the foregoing Persons (each, in such indemnified capacity and for purposes of this Section 8.12(b), an “Indemnified Party”), and hold them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (which for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) and related costs, judgments or other costs and expenses (including reasonable attorneys’ fees incurred in connection with any legal action related to such Indemnifying Party’s negligence, bad faith or willful misconduct) that the applicable Indemnified Party,

 



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may sustain arising from or as a result of the negligence, bad faith or willful misconduct in the performance of duties hereunder or by reason of negligent disregard of obligations and duties hereunder by such Indemnifying Party other than any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses incurred by reason of negligence, bad faith or willful misconduct in the performance of any of such Indemnified Party’s duties hereunder or by reason of negligent disregard of such obligations and duties hereunder.   Such indemnification obligation shall survive the termination or resignation of the Indemnifying Party hereunder and the termination of this Agreement. Except as provided in the following sentence (as it may apply to any payments made hereunder to the Trust), the Indemnifying Party shall not be entitled to reimbursement from the Trust for any payment made by the Indemnifying Party pursuant to this Section 8.12(b); provided, however, that nothing in this Section 8.12(b) shall deprive (i) the Trustee or the Certificate Administrator of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 8.12(a), or (ii) the Depositor, the Servicer or the Special Servicer of any limitation on its liability or right to indemnification from the Trust provided to such party as and to the extent provided by Section 6.3. Any expenses incurred or indemnification payments made by the Indemnifying Party shall be reimbursed by the party so paid or which received the benefit of such payment, if a court of competent jurisdiction makes a final, non-appealable judgment that the Indemnifying Party was not culpable or was found not to have acted with negligence, bad faith or willful misconduct in connection with the conduct in question.

 

The 17g-5 Information Provider shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (which for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that arise out of or are based upon (i) a breach by the 17g-5 Information Provider of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the 17g-5 Information Provider in the performance of such obligations or its negligent disregard of its obligations and duties under this Agreement.

 

Each of the Authenticating Agent, the Certificate Registrar and the Certificate Administrator shall indemnify the Depositor, the Loan Seller, any employee, director or officer of the Depositor or the Loan Seller, and the Trust for, and hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses (including reasonable attorneys’ fees, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of this indemnity) incurred by such parties as a result of or relating to a violation of the Exchange Act or the U.S. Credit Risk Retention Rules if such violation, in whole or in part, results from or arises out of a breach by the Authenticating Agent, the Certificate Registrar or the Certificate Administrator, as the case may be, of any of its obligations under Section 5.2(f) and Section 5.3(j) of this Agreement.

 

8.13     Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information.  In connection with any Distribution Date and a voluntary prepayment or the payment at maturity by the Borrower Parties of the Mortgage Loan or any portion thereof, the Certificate Administrator shall report the amount of such prepayment or payment to the

 



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Depository based on information received from the Servicer or the Special Servicer in reliance on notices received from the Borrower Parties.  In the event of any inconsistencies in payments or prepayments made by the Borrower Parties with the previously delivered notices by the Borrower Parties, all costs and expenses incurred as a result of a failure by the Borrower Parties to make any such payments or prepayment, shall be paid by the Borrower Parties in accordance with the Mortgage Loan Agreement provided that the amount of payment reported to the Depository by the Certificate Administrator was consistent with the information received from the Servicer or the Special Servicer.  If the Borrower Parties fail to do so, such costs and expenses shall be reimbursed to the Certificate Administrator and to the Servicer or the Special Servicer, as applicable, by the Trust pursuant to Section 3.4(c) from funds on deposit in the Collection Account.  None of the Certificate Administrator, the Servicer or the Special Servicer shall be liable for any inability or delay of the Depository to make a distribution as a result of such inconsistencies.  Notwithstanding the foregoing, the Certificate Administrator shall notify the Depository on the Remittance Date or as soon as reasonably possible of any such inconsistencies.

 

8.14     Access to Certain Information.  (a) The Certificate Administrator shall afford or cause to be afforded to any Non-Restricted Privileged Person (other than the Rating Agencies) and to the Office of Thrift Supervision, the FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation regarding the Mortgage Loan or the other assets of the Trust that are in its possession or within its control, including without limitation:

 

(i)      the Mortgage Loan File, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it);

 

(ii)      the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificates Administrator for the Property, and

 

(iii)    all notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing revealed any failure of the Property to comply with any applicable law, including any Environmental Law, or which revealed an environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or remediation.

 

Such access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator, the Trustee or the Custodian, as applicable.

 

The Certificate Administrator (or a Custodian appointed by it) shall provide copies of the items described in this Section 8.14(a) above upon reasonable written request to the Certificateholders.  The Certificate Administrator (or a Custodian appointed by it) may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the

 



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Certificate Administrator (or a Custodian appointed by it) to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating its investment in the Certificates and shall otherwise keep the information confidential.  Certificateholders, by the acceptance of their Certificates, shall be deemed to have agreed to keep this information confidential.

 

(b)        The Certificate Administrator shall make available to Non-Restricted Privileged Persons (or, solely in the case of the Distribution Date Statements, all Privileged Persons), via the Certificate Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate Administrator in electronic format to cgcmtcmbs@citi.com):

 

(i)           The following “deal documents”:

 

(A)       the Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;

 

(B)       this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Trust Loan Purchase Agreement and any amendments and exhibits hereto or thereto; and

 

(C)       the CREFC® loan setup file, delivered to the Certificate Administrator by the Servicer.

 

(ii)          The following “periodic reports”:

 

(A)       all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b);

 

(B)       all CREFC® Reports (other than the CREFC® loan setup file) prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a); and

 

(C)       operating statements and other periodic Property reports provided pursuant to Section 3.18(c) (provided they are received by the Certificate Administrator).

 

(iii)         The following “additional documents”:

 

(A)       summaries of any Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.10;

 

(B)       all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22; and

 

(C)       all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);

 



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(iv)         The following “special notices”:

 

(A)       any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(g);

 

(B)       any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to Section 7.1(c);

 

(C)       any notice of a Servicer Termination Event or Special Servicer Termination Event received by the Certificate Administrator pursuant to Section 7.1(b);

 

(D)       notice of any request by the Certificateholders representing at least 25% of the Voting Rights for a vote to terminate and replace the Special Servicer pursuant to Section 7.1(d);

 

(E)        any notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;

 

(F)        any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s, the Servicer’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section 3.23(f);

 

(G)       any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;

 

(H)       any amendment to this Agreement pursuant to Section 11.1;

 

(I)         any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;

 

(J)        all Officers’ Certificates and accountants’ reports delivered to the Certificate Administrator since the Closing Date;

 

(K)       any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20; and

 

(L)       identification of the commencement of a CCR Consultation Period or a CCR Consultation Termination Period, and of the termination of a CCR Control Period or CCR Consultation Period;

 

(v)         the “Investor Q&A Forum” pursuant to Section 4.5(a);

 

(vi)        solely to Certificateholders and Beneficial Owners of Certificates, the “Investor Registry” pursuant to Section 4.5(b); and

 



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(vii)       the “Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or the Retaining Sponsor regarding any matter related to the U.S. Credit Risk Retention Rules.

 

The foregoing information shall be made available by the Certificate Administrator on the Certificate Administrator’s Website promptly following receipt.

 

The 17g-5 Information Provider shall make available solely to the Rating Agencies and to NRSROs the following items to the extent such items are delivered to it via email at ratingagencynotice@citi.com, specifically with a subject reference of “Citigroup Commercial Mortgage Trust 2020-555” and an identification of the type of information being provided in the body of the email, or via any alternate email 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 Asset Status Report delivered by the Special Servicer pursuant to Section 3.10(h);

 

(ii)         any Environmental Reports delivered by the Special Servicer under Section 3.12(d);

 

(iii)        any Annual Statements as to Compliance and related Officer’s Certificates delivered under Section 3.19;

 

(iv)        any Annual Independent Public Accountants’ Servicing Reports delivered pursuant to Section 3.20;

 

(v)         any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);

 

(vi)        any information requested by the Depositor or the Rating Agencies pursuant to Section 3.21(c) (it being understood the 17g-5 Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information as provided in Section 3.21(c));

 

(vii)       any notices to the Rating Agencies relating to the Servicer’s or Special Servicer’s determination to take action without receiving a Rating Agency Confirmation as set forth in Section 3.27(a);

 

(viii)      any requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27(a);

 

(ix)         [Reserved.];

 

(x)          all notices of termination, resignation or assignment of rights and duties of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee (and appointments of successors to the Servicer, the Special Servicer, the Certificate Administrator or the Trustee) received by the 17g-5 Information Provider;

 



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(xi)         any transaction documents relating to this transaction delivered to the 17g-5 Information Provider by the Depositor;

 

(xii)        any other information delivered to the 17g-5 Information Provider pursuant to this Agreement;

 

(xiii)       any amendments or modifications of the Ground Lease, the Condominium Documents or the Regulatory Agreements (each as defined in the Mortgage Loan Agreement);

 

(xiv)      any summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant to Section 8.14(d); provided that the summary of such oral communications shall not attribute which Rating Agency the communication was with;

 

(xv)       any amendment to this Agreement pursuant to Section 11.1;

 

(xvi)       notice of final payments on the Certificates;

 

(xvii)      the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d); and

 

(xviii)    any notice of amendment of a Trust Loan Purchase Agreement delivered to the 17g-5 Information Provider pursuant to Section 17 of such Trust Loan Purchase Agreement.

 

The foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post the foregoing information on the 17g-5 Information Provider’s Website on the same Business Day of receipt of such information if received by 2:00 p.m., New York City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m., New York City time, and shall, promptly following the posting of such information to the 17g-5 Information Provider’s Website, notify, or cause the notification of, (i) each registered Rating Agency and other NRSRO and (ii) upon request, the party that delivered such item to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, in each case by electronic mail of the posting of such information on the 17g-5 Information Provider’s Website (provided that if the Servicer or Special Servicer has registered for access to the 17g-5 Information Provider’s Website, such party will automatically receive notification when such item has been posted and no request shall be required). 

 

Neither the Certificate Administrator nor the 17g-5 Information Provider shall have any 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, the Certificate Administrator or the 17g-5 Information Provider, as applicable, may remove it from the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable.  None of the Trustee, the Certificate Administrator or the 17g-5 Information Provider have obtained nor shall any of them be deemed to have obtained actual

 



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knowledge of any information posted to the 17g-5 Information Provider’s Website to the extent such information was not produced by the Trustee or the Certificate Administrator, as applicable. The Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such information was not produced by the Certificate Administrator.  Access to the 17g-5 Information Provider’s Website will be provided by the 17g-5 Information Provider to (i) the Rating Agencies upon registration at the 17g-5 Information Provider’s Website as a user thereof and (ii) other NRSROs upon registration at the 17g-5 Information Provider’s Website as a user thereof and upon receipt by the 17g-5 Information Provider of an NRSRO Certification.  If a NRSRO (including any Rating Agency) requests access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification is submitted to the 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided, that each email address so provided shall be associated with a registered user of the 17g-5 Information Provider’s Website. 

 

The Certificate Administrator and the 17g-5 Information Provider shall provide a mechanism to promptly notify each Person that has signed-up for access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, as applicable, in respect of the transaction governed by this Agreement each time an additional document is posted thereto.  In connection with providing access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, the Certificate Administrator and the 17g-5 Information Provider may require registration and the acceptance of a disclaimer.  The Certificate Administrator and the 17g-5 Information Provider shall not be liable for the dissemination of information in accordance with the terms of this Agreement, make no representations or warranties as to the accuracy or completeness of such information being made available, and assume no responsibility for such information.  The 17g-5 Information Provider shall not be liable for making any information available to the Rating Agencies or NRSROs unless same was delivered to it at its email address set forth above (or by any other form of electronic delivery reasonably acceptable to the 17g-5 Information Provider pursuant to the terms of this Agreement), with the proper subject heading. 

 

As of the Closing Date, assistance in using or delivering information to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website can be obtained by calling 888-855-9695.

 

(c)        Each of the Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also make available through its website or otherwise, all information necessary to enable the Certificate Administrator to comply with Section 8.14(b) and any additional information relating to the Mortgage Loan, the Property or the Borrower Parties, for review by the Depositor, the Initial Purchasers, the Trustee, the Certificate Administrator or any other Persons who deliver an Investor Certification in the form of Exhibit K-1 in accordance with this Section 8.14(c), and the Rating Agencies (only to the extent such additional information is simultaneously delivered to the 17g-5 Information



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Provider in accordance with the provisions of Section 8.14(b), who shall post such additional information on the 17g-5 Information Provider’s Website in accordance with the provisions of Section 8.14(b)) (collectively, the “Disclosure Parties”), in each case, except to the extent doing so is prohibited by this Agreement (including, without limitation, pursuant to the confidentiality provisions of this Agreement related to Privileged Information), applicable law or by the Mortgage Loan Documents. Each of the 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, the Certificate Administrator and the Trustee, provide an Investor Certification or other confidentiality agreement acceptable to the Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the 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 Servicer’s or the Special Servicer’s website, the 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 8.14(c) to current or prospective Certificateholders, the form of confidentiality agreement used by the Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder or a licensed or registered investment advisor acting on behalf of such Certificateholder, an Investor Certification in the form of Exhibit K-1 executed by the requesting Person indicating that such Person is a Holder of Certificates and shall keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein, an Investor Certification  in the form of Exhibit K-1 indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates and shall otherwise keep such information confidential.  In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.

 

Neither the Servicer nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement. Neither the 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 8.14(c) unless such information was produced by the Servicer or the Special Servicer, as applicable.

 

In connection with the delivery by the Servicer or the Special Servicer, as applicable, 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 Servicer or the Special Servicer, as applicable, of when such information, report, notice or other document has been posted to the 17g-5 Information Provider’s Website. The Servicer or the Special Servicer, as applicable, may, but is not obligated to, send such information, report,



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notice or other document to the applicable Rating Agency or Rating Agencies following the earlier of (i) receipt of notification from the 17g-5 Information Provider that such information, report, notice or other document has been posted to the 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the first Business Day following the date it has provided such information, report, notice or other document to the 17g-5 Information Provider.

 

None of the foregoing restrictions in this Section 8.14(c) or otherwise in this Agreement shall prohibit or restrict oral or written communications, or providing information, between the Servicer or the Special Servicer, the Trustee and the Certificate Administrator, 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 Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Trustee, the Certificate Administrator,  the Servicer or the Special Servicer, as applicable, as a trustee, certificate administrator, commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s evaluation of the corporate trust or securities administration operations of the Trustee or the Certificate Administrator or of the servicing operations in general of the Servicer or the Special Servicer, the Trustee and the Certificate Administrator, as applicable; provided, however, that the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, shall not provide any information relating to the Certificates or the Mortgage Loan to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) the Borrowers, Mortgaged Property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information Provider (electronically in a format reasonably acceptable to the 17g-5 Information Provider) and has been uploaded on to the 17g-5 Information Provider’s Website; or (z) such Rating Agency has confirmed in writing to the Servicer or the Special Servicer, as applicable, that it does not intend to use such information in undertaking credit rating surveillance for any Class of Certificates (and the party providing such information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described in this clause (z)).

 

(d)        The Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be permitted (but are not required) to orally communicate with the Rating Agencies, provided that such party summarizes the information provided to the Rating Agencies in such communication in writing and electronically and provides the 17g-5 Information Provider with such summary in accordance with the procedures set forth in Section 8.14(b) on the same day such communication takes place; provided that the summary of such oral communications shall not be attributed to the Rating Agency the communication was with.  The 17g-5 Information Provider shall post such summary on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 8.14(b).

 

(e)        The Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information Provider that is neither specifically required hereunder nor requested by any Rating Agency.  Any such information shall be posted by the 17g-5 Information Provider in accordance with the timeframe provided in Section 8.14(b).

 

(f)    Based on information in its possession, upon written request, the Certificate Administrator shall provide written notice to the Servicer and the Special Servicer



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regarding (i) the commencement of a CCR Consultation Period or a CCR Consultation Termination Period and (ii) the end of any CCR Control Period or CCR Consultation Period.  Any party hereto may at any time request from the Certificate Administrator written confirmation of whether there existed a CCR Consultation Period or a CCR Consultation Termination Period during the preceding calendar year and the Certificate Administrator shall deliver such confirmation to such party within 10 days of such request.  Further, the Certificate Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days of its determination (or its receipt of notice) of the commencement or cessation of any CCR Consultation Period, CCR Consultation Termination Event or CCR Control Period.

 

8.15        Appointment of Custodian. The Certificate Administrator may, at its own expense, appoint one or more Custodians to hold all or a portion of the Mortgage Loan File as agent for the Certificate Administrator, by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in all material respects with this Agreement.  The Certificate Administrator agrees to comply with the terms of the Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders.  Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have a combined capital and surplus of at least $10,000,000, shall have a long-term debt rating of at least “A2” from Moody’s, “BBB” from Fitch and, if rated by DBRS Morningstar, an equivalent rating from DBRS Morningstar (or such other rating with respect to which the Rating Agencies have each provided a Rating Agency Confirmation), and shall be qualified to do business in the jurisdiction in which it hold the Mortgage Loan File.  Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator.  The Certificate Administrator shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed in accordance with this Section 8.15.  The Custodian, if the Custodian is not the Certificate Administrator, shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee.  The Custodian shall be deemed to have complied with this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian.  In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement, with the Certificate Administrator named as loss payee.  All fidelity bonds and policies of errors and omissions insurance obtained under this Section 8.15 shall be issued by an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A3” by Moody’s, “A” by Fitch and “A(low)” by DBRS Morningstar, or by any other insurer with respect to which the Rating Agencies have provided to the Certificate Administrator a Rating Agency Confirmation.  Each 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 the Mortgage Loan File directly by the Certificate Administrator.  The appointment of a Custodian shall not relieve the

 



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Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of the Custodian.

 

9.         CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS REPRESENTATIVE AND THE RISK RETENTION CONSULTATION PARTY

 

9.1         Selection and Removal of the Controlling Class Representative and the Risk Retention Consultation Party.

 

(a)       The Majority Controlling Class Certificateholders may elect the Controlling Class Representative.

 

(b)      The Controlling Class Representative shall be the representative of the Controlling Class selected by the Majority Controlling Class Certificateholders, as determined by the Certificate Registrar from time to time; provided that such Majority Controlling Class Certificateholders may not include Borrower Restricted Parties; and provided, further, that the Controlling Class Representative cannot be any Borrower Restricted Party.  In connection with the appointment of a Controlling Class Representative, the party so appointed and the Majority Controlling Class Certificateholders that made the selection shall all provide written certifications (substantially in the form of Exhibit K-3 to this Agreement) to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator confirming that neither the prospective Controlling Class Representative nor any of the Majority Controlling Class Certificateholders that appointed such prospective Controlling Class Representative is a Borrower Restricted Party; and no designation of a Controlling Class Representative shall be deemed effective until such certifications are so delivered. Each of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator may conclusively rely on any Investor Certification provided to it in connection with the foregoing and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.

 

(c)      The Majority Controlling Class Certificateholders shall give written notice to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator of the appointment of any Controlling Class Representative (in order to receive notices hereunder).

 

(d)       The Controlling Class Representative may be removed, with or without cause, at any time by the written vote of the Majority Controlling Class Certificateholders, which holders may not include Borrower Restricted Parties, and a copy of the results of such vote shall be delivered to the Certificate Administrator, the Trustee, the Servicer and the Special Servicer, and such parties may conclusively rely on such notice.  Absent such notice, the Certificate Administrator, the Trustee, the Servicer and the Special Servicer may rely on the prior designation.

 

(e)       Each Holder and Beneficial Owner of a Controlling Class Certificate is hereby deemed to have agreed by virtue of its purchase of such Controlling Class Certificate or an interest therein to provide its name and address to the Certificate Administrator and the Trustee, to notify the Certificate Administrator, the Trustee, the Servicer and the Special



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Servicer of the transfer of such Certificate of the Controlling Class, the selection of a Controlling Class Representative or the resignation or removal thereof and (by way of a certification substantially in the form of Exhibit K-3 to this Agreement) whether it or, to its knowledge, a Controlling Class Representative is or has become a Borrower Restricted Party. Any Certificateholder or Beneficial Owner that is at any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Certificate or an interest therein to notify the Certificate Administrator, the Trustee, the Servicer and the Special Servicer when such Certificateholder or Beneficial Owner is appointed Controlling Class Representative, when it is removed or resigns and (by way of a certification substantially in the form of Exhibit K-3 to this Agreement) whether it is or has become a Borrower Restricted Party and further to resign if it becomes a Borrower Restricted Party. Upon receipt of such notice, the Certificate Administrator shall notify the Special Servicer and the Servicer of the identity of the Controlling Class Representative and any resignation or removal thereof. In addition, upon the request of the Servicer, the Special Servicer, as applicable, the Certificate Administrator shall provide the name of the then-current Controlling Class and a list of the Certificateholders of the Controlling Class to such requesting party.  By virtue of their acquisition of Certificates or interests therein, each Holder and Beneficial Owner of the Controlling Class of Certificates agrees to remove any Controlling Class Representative known to be a Borrower Restricted Party or to cause such Controlling Class Representative to resign.

 

(f)      Once a Controlling Class Representative has been selected, each of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such selection unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each other Certificateholder of the Controlling Class, in writing, of the resignation of such Controlling Class Representative or the selection of a new Controlling Class Representative.

 

(g)       Until it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification with respect to the identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.

 

(h)       The Controlling Class Representative shall be responsible for its own expenses.

 

(i)        Notwithstanding any other provision to this Agreement, in the event that no Controlling Class Representative  has been appointed or identified to the Servicer or the Special Servicer, as applicable, and the Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then the Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of the Controlling Class Representative until such time as a Controlling Class Representative meeting the definition thereof is so appointed or identified. Upon request, the Certificate Administrator shall provide such information as is then in its possession to identify the Controlling Class Representative to the Servicer and the Special Servicer.



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(j)         CREFI shall be the initial Risk Retention Consultation Party and shall remain so until a successor is appointed pursuant to the terms of the Agreement. Upon the resignation or removal of the 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 S to this Agreement prior to being recognized as the new Risk Retention Consultation Party.  The parties hereto shall be entitled to assume that the Risk Retention Consultation Party has not changed absent such notice.  The Risk Retention Consultation Party may not be a Borrower Restricted Party.

 

(k)       Once the Risk Retention Consultation Party has been selected, each of the Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such selection unless the Risk Retention Consultation Party shall have notified the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, in writing, of the selection of such new Risk Retention Consultation Party and (ii) such new Risk Retention Consultation Party shall have delivered to the parties to this Agreement a certification substantially in the form of Exhibit S to this Agreement (along with contact information for such new Risk Retention Consultation Party). 

 

(l)        In the event that no Risk Retention Consultation Party has been appointed or identified to the Servicer or the Special Servicer, as applicable, and the 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 Servicer or the Special Servicer, as applicable, then until such time as the new Risk Retention Consultation Party is identified, the Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of the Risk Retention Consultation Party as the case may be.

 

9.2       Limitation on Liability of Controlling Class Representative and the Risk Retention Consultation Party; Acknowledgements of the Certificateholders.

 

(a)        Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Controlling Class Representative and/or any Holder of a Controlling Class Certificate may each have relationships and interests that conflict with those of Holders of one or more other Classes of Certificates, including owning certificates backed by the Mezzanine Loan, acting as operating advisor with respect to any securitization of the Mezzanine Loan or owning all or any portion of the Mezzanine Loan or being an affiliate of the Special Servicer; (ii) the Controlling Class Representative and/or any Controlling Class Certificateholder may act solely in the interests of the Holders of the Controlling Class; (iii) the Controlling Class Representative and the Holders of the Controlling Class do not have any duties to the Trust or to the Holders of any other Class of Certificates; (iv) the Controlling Class Representative and/or any Holder of the Controlling Class may take actions that favor interests of the Controlling Class over the interests of the Holders of one or more other Classes of Certificates; (v) neither the Controlling Class Representative nor the Holders of the Controlling Class shall have any liability whatsoever to the Trust, the other parties to this Agreement, the Certificateholders or any other Person (including any Borrower Party) for having acted in accordance with or as permitted under the terms of this Agreement; and



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(vi) the Holders of the Certificates may not take any action whatsoever against the Controlling Class Representative or any Holder the Controlling Class or any of the respective affiliates, directors, officers, shareholders, members, partners, agents or principals thereof as a result of the Controlling Class Representative or the Holders the Controlling Class having acted in accordance with the terms of and as permitted under this Agreement.

 

(b)       The Risk Retention Consultation Party shall have no liability to the Trust Fund, any party to this Agreement or any Certificateholders for any action taken, or for refraining from the taking of any action, pursuant to this Agreement, or for errors in judgment.

 

(c)        The Controlling Class Representative shall have no liability to the Trust or Certificateholders for having acted in accordance with or as permitted by this Agreement, or for refraining from the taking of any action.

 

(d)        Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:   (i) the Risk Retention Consultation Party may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation Party may act solely in the interests of the Holders of one or more Class VRR Certificates; (iii) the Risk Retention Consultation Party does not have any liability or duties to the Holders of any Class of Certificates; (iv) the Risk Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes, including one or more Holders of Class VRR Certificates, over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall not have any liability whatsoever for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.

 

9.3       Consent to Various Actions; Rights and Powers of the Controlling Class Representative; Consultation Rights of and the Risk Retention Consultation Party. 

 

(a)        Notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to, Section 3.24, Section 9.3(b) and the last paragraph of this Section 9.3(a), (i) the Servicer or the Special Servicer shall not take any action described in clauses (i) through (v), clause (xi)(A) (to the extent that the related agreement is modified in a manner materially adverse to the “Senior Lender,” “Mortgage Lender” or such other similar term as may be set forth therein), clause (xiii), clause (xvi) (as it relates to the Ground Lease) or clause (xxiv) of the definition of “Major Decision” without first obtaining a Rating Agency Confirmation with respect to such proposed action, (ii) the Servicer shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained the consent of the Special Servicer (which consent shall be deemed given if the Special Servicer does not object within 15 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 90 days) of receipt of the Servicer’s written analysis and recommendation together with any information in the possession of the Servicer that is reasonably required to make a decision regarding the subject action) (or with respect to such 15 Business Day period (or such 90-day period in the case of a determination of an Acceptable Insurance Default), such longer period as required by the Mezzanine Intercreditor Agreement for review by any holder



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of the Mezzanine Loan), and (iii) during any CCR Control Period, the Special Servicer shall not be permitted to consent to the Servicer’s taking any of the actions constituting a Major Decision, nor shall the Special Servicer itself be permitted to take any of the actions constituting a Major Decision, as to which the Controlling Class Representative has objected in writing within 10 Business Days (or, in the case of a determination of an Acceptable Insurance Default, 30 days) after receipt of the Major Decision Reporting Package from the Special Servicer (provided that if such written objection has not been received by the Special Servicer within such 10 Business Day period (or, in the case of a determination of an Acceptable Insurance Default, 30 day period) after receipt of such information, then the Controlling Class Representative shall be deemed to have approved such action); provided that if the Special Servicer or Servicer (if the Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action, with respect to a Major Decision, or any other matter requiring consent of the Controlling Class Representative during any CCR Control Period, is necessary to protect the interests of the Certificateholders (as a collective whole as if such Certificateholders constituted a single lender and taking into account the subordinate nature of the Junior Trust Note), the Special Servicer or Servicer, as applicable, may take any such action without waiting for such response so long as the Servicer or the Special Servicer, as applicable, has made a reasonable effort to contact the Controlling Class Representative to inform it of such need; provided, further, that the Special Servicer is not required to obtain the consent of the Controlling Class Representative for any of the foregoing actions during any CCR Consultation Period or any CCR Consultation Termination Period; provided, further, that the Special Servicer shall be required to consult, solely on a non-binding basis with (and to consider alternative actions recommended by) (A) during the continuance of a CCR Consultation Period and/or a CCR Consultation Termination Period, in each case upon request of the Risk Retention Consultation Party, the Risk Retention Consultation Party with respect to any of the Major Decisions (and such other matters that are subject to the non-binding consultation rights of the Risk Retention Consultation Party pursuant to this Agreement) under the circumstances set forth in the second following paragraph and (B) during any CCR Consultation Period, the Controlling Class Representative with respect to any of the Major Decisions and any other matter as to which consent of the Controlling Class Representative would have been required during any CCR Control Period; provided, further, that the Controlling Class Representative shall not have any rights under clause (xi) or clause (xx) of the definition of “Major Decision” if the Controlling Class Representative or an Affiliate thereof is a holder of any interest in the Mezzanine Loan or any other related mezzanine loan.

 

With respect to each Major Decision as to which the Controlling Class Representative has consent or consultation rights pursuant to this Section 9.3, the Special Servicer shall provide the related Major Decision Reporting Package to Controlling Class Representative, simultaneously with the Special Servicer’s request for the Controlling Class Representative’s consent or input regarding the related Major Decision.

 

In addition, during the continuance of a CCR Consultation Period and/or a CCR Consultation Termination Period, in each case upon request of the Risk Retention Consultation Party, the Special Servicer shall consult with the Risk Retention Consultation Party on a non-binding basis in connection with any Major Decision (and such other matters that are subject to the non-binding consultation rights of the Risk Retention Consultation Party pursuant to this



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Agreement) and to consider alternative actions recommended by the Risk Retention Consultation Party in respect of such Major Decision (or any other matter requiring consultation with the Risk Retention Consultation Party).  In the event the Special Servicer receives no response from the Risk Retention Consultation Party within 10 days following the later of (i) the Special Servicer’s written request for input on any requested consultation and (ii) the Special Servicer’s delivery of all such additional information reasonably requested in writing by the Risk Retention Consultation Party related to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Risk Retention Consultation Party on the specific matter; provided, however, that the failure of the Risk Retention Consultation Party to respond will not relieve the Special Servicer from using efforts consistent with Accepted Servicing Practices to consult with the Risk Retention Consultation Party on any future Major Decisions with respect to the Mortgage Loan.  Notwithstanding the foregoing, if the Special Servicer determines that immediate action, with respect to a Major Decision, or any other matter requiring consultation with the Risk Retention Consultation Party, is necessary to protect the interests of the Certificateholders, the Special Servicer may take any such action without waiting for such response.

 

In addition, during any CCR Control Period, subject to Section 9.3(b) and the immediately following paragraph, the Controlling Class Representative may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Mortgage Loan as the Controlling Class Representative may deem advisable or as to which provision is otherwise made herein.  Notwithstanding anything herein to the contrary, no direction, advice, objection or consultation by the Controlling Class Representative, and no advice or consultation by the Risk Retention Consultation Party, contemplated by any provision of this Agreement, may (and neither the Servicer nor the Special Servicer shall follow any such advice, direction, objection or consultation that the Servicer or the Special Servicer, as applicable, has determined, in its reasonable, good faith judgment, would): (A) require or cause the Servicer or the Special Servicer to violate any provision of the Mortgage Loan Documents or the Mezzanine Intercreditor Agreement, applicable law or this Agreement, including without limitation the Servicer’s or the Special Servicer’s, as applicable, obligation to act in accordance with the Accepted Servicing Practices, or expose any Certificateholder, the Trust, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or their affiliates, officers, directors or agents to any claim, suit or liability, (B) result in the imposition of federal income tax on the Trust, cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, (C) expose the Trust, any Certificateholder, the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any Companion Loan Holder or any of their respective Affiliates, members, managers, officers, directors, employees or agents, to any material claim, suit or liability or (D) materially expand the scope of the Servicer’s or Special Servicer’s responsibilities hereunder. Furthermore, in addition to the Controlling Class Representative’s rights of consent and consultation (as applicable) as set forth in this Section 9.3(a) above, it is understood and agreed that to the extent any other provision of this Agreement requires the provision of notice to, the obtaining of consent of, and/or consultation with, the Controlling Class Representative, or otherwise provides for any right of the Controlling Class Representative thereunder, then none of the Trustee, the Certificate Administrator, the Servicer or the Special Servicer shall be entitled to take any action (or omit to take any action) in contravention of the applicable rights of the Controlling Class Representative contained in such provision; provided, that this sentence is not intended to in any way (i) expand the rights of the



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Controlling Class Representative, (ii) limit the application of the immediately preceding sentence, (iii) remove any limitations on the exercise of such rights set forth in the immediately preceding sentence or elsewhere herein, or (iv) require the Trustee, the Certificate Administrator, the Servicer and/or the Special Servicer to send a notice to, obtain the consent of, or consult with a new Controlling Class Representative whose name and contact information have not yet been provided to the Trustee, the Certificate Administrator, the Servicer and/or the Special Servicer; and provided, further, that if such other provisions are in any way subject to this Section 9.3, then the exercise of such rights shall be subject to Section 9.3(b) and the immediately following paragraph.

 

If the Special Servicer or Servicer, as applicable, determines that a refusal to consent by the Controlling Class Representative or any direction, objection or advice from the Controlling Class Representative or any advice from the Risk Retention Consultation Party would require or otherwise cause the Special Servicer or Servicer, as applicable, to violate the terms of the Mortgage Loan Documents or the Mezzanine Intercreditor Agreement, applicable law, provisions of the Code, or this Agreement, including without limitation, the Accepted Servicing Practices, or expose any Certificateholder, the Trust, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any Companion Loan Holder or their affiliates, officers, directors or agent to any claim, suit or liability, or result in the imposition of a tax upon the Trust, or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC, or materially expand the scope of the Servicer’s or Special Servicer’s responsibilities hereunder, then the Special Servicer or Servicer, as applicable, shall disregard such refusal to consent, direction, objection or advice and notify the Controlling Class Representative, the Risk Retention Consultation Party, the Trustee, the Certificate Administrator and the 17g-5 Information Provider of its determination, including a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Servicer or Special Servicer in accordance with the direction of or approval of the Controlling Class Representative or the recommendation of the Risk Retention Consultation Party that does not violate the Mortgage Loan Documents, the Mezzanine Intercreditor Agreement, any applicable law, provisions of the Code (resulting in the imposition of federal income tax on the Trust, causing either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC) or the Accepted Servicing Practices or any other provisions of this Agreement, shall not result in any liability on the part of the Servicer or the Special Servicer.

 

(b)      During any CCR Consultation Termination Period, the Controlling Class Representative shall have no consent or consultation rights under this Agreement and shall have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other rights as Controlling Class Representative; provided, that the Controlling Class Representative (if and to the extent that it is a Certificateholder) shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder under this Agreement.

 

9.4       Controlling Class Representative and Risk Retention Consultation Party Contact with Servicer and Special Servicer.  Upon reasonable request, each of the Servicer and the Special Servicer shall, without charge, make a Servicing Officer available to answer questions from the Controlling Class Representative (during any CCR Control Period and any CCR Consultation Period) and the Risk Retention Consultation Party regarding the performance 



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and servicing of the Mortgage Loan (or, in the case of the Special Servicer, the Special Servicer’s operational activities on a platform level basis related to the servicing of the Mortgage Loan after a Special Servicing Loan Event and the servicing of any Foreclosed Property) for which the Servicer or the Special Servicer, as the case may be, is responsible.

 

Notwithstanding any provision of this Agreement to the contrary, the failure of the 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 if the Servicer or the Special Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent with the Accepted Servicing Practices, that such disclosure would constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or the Trust Fund.

 

10.       TERMINATION

 

10.1       Termination.  (a)  The respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created hereby (other than (x) the obligation to make certain remittances to the Companion Loan Holders in accordance with the Co-Lender Agreement, (y) the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and (z) the indemnification rights and obligations of the parties hereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to this Article 10 following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, in connection with the sale of the Mortgage Loan pursuant to the Mezzanine Intercreditor Agreement or this Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however, in no event shall the trust created hereby continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date hereof.

 

(b)        On the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a person other than the Certificateholders, shall be applied as described in Section 4.1.

 

(c)        Notice of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution Date) upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment of the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Certificates shall be made upon presentation and surrender of Certificates at the office or agency of the Certificate Administrator therein designated, (B) the amount of any such final payment and (C) 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 office or agency of the Certificate Administrator therein specified.



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10.2       Additional Termination Requirements.  In connection with any termination pursuant to Section 10.1 other than final payment on the Mortgage Loan, the Trust shall be terminated in accordance with the following additional requirements, unless the Certificate Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of terminating either the Lower-Tier REMIC or the Upper-Tier REMIC shall not subject the Trust, the Lower-Tier REMIC or the Upper-Tier REMIC to federal income tax:

 

(i)          within 89 days prior to the final Distribution Date, the Certificate Administrator shall designate the first day of the 90 day liquidation period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from the Certificate Administrator to the Certificateholders as soon as practicable prior to such final Distribution Date, and shall specify such date in the final tax return of each such REMIC;

 

(ii)         at or after the time of adoption of such plan of complete liquidation and at or prior to the final Distribution Date, the Servicer shall sell any remaining assets (other than cash) of the Trust and credit the proceeds thereof to the Trust; and

 

(iii)        at or after such time as the proceeds from the disposition of the remaining assets of the Trust shall have been credited to the Trust, the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC to be distributed to the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the Class R Certificates (in respect of the Class LT-R Interest) in accordance with Section 4.1(e), and (B) as part of the Upper-Tier REMIC to be distributed to the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest) in accordance with Section 4.1(a), Section 4.1(b), Section 4.3(a) and Section 4.3(b).

 

10.3        Trusts Irrevocable.  Except as expressly provided herein, all trusts created hereby are irrevocable.

 

11.       MISCELLANEOUS PROVISIONS

 

11.1        Amendment.  (a) This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders or any Companion Loan Holder:

 

(i)           to correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest error in any provision of this Agreement;

 

(ii)          to cause the provisions of this Agreement to conform or be consistent with or in furtherance of the statements made in the Offering Circular with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions herein or to correct any error;

 

(iii)         to change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property Account, provided, that (A) the Remittance Date shall in no event be later than the Business Day prior to the related



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Distribution Date and (B) either (1) the change would not adversely affect in any material respect the interests of any Certificateholder not consenting thereto, as evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment or at the expense of the Trust (which amounts may be paid out of the Collection Account) if the requesting party is the Trustee or the Certificate Administrator) or (2) Rating Agency Confirmation is obtained;

 

(iv)        to modify, eliminate or add to any of its provisions to the extent necessary to maintain the qualification of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC that would be a claim against the Lower-Tier REMIC or the Upper-Tier REMIC; provided, that the Trustee and the Certificate Administrator received an Opinion of Counsel (at the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and (2) the action shall not adversely affect in any material respect the interests of any Certificateholder;

 

(v)         to modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates; provided, that the Depositor has determined that the amendment shall not give rise to any tax with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, that the Depositor may conclusively rely upon an Opinion of Counsel to such effect (a copy of which will be delivered to the Trustee and the Certificate Administrator);

 

(vi)        to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided that either (A) the required action shall not adversely affect in any material respect the interests of any Certificateholder not consenting thereto, as evidenced by an Opinion of Counsel, or (B) Rating Agency Confirmation is obtained, and, provided, further, that any amendment pursuant to this clause (vi) that would adversely affect the rights of the Controlling Class or the Controlling Class Representative shall be subject to the consent of the Holders of the Controlling Class or the Controlling Class Representative, as applicable;

 

(vii)      to amend or supplement any provision of this Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation, provided, that any amendment pursuant to this clause (vii) that would adversely affect the rights of the Controlling Class or the Controlling Class Representative shall be subject to the consent of the Holders of the Controlling Class or the Controlling Class Representative, as applicable;

 

(viii)      to modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the Depositor, the Servicer, and the Trustee, determine that the commercial mortgage-backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (B) such



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modification does not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, as evidenced by an Opinion of Counsel, (C) Rating Agency Confirmation is obtained and (D) during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative consents to such modification;

 

(ix)         to modify, eliminate or add to any of its provisions (A) to the extent necessary to comply with the U.S. Credit Risk Retention Rules and/or any related regulatory actions and/or interpretations or (B) in the event that the U.S. Credit Risk Retention Rules (or any portion thereof) 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 any risk retention requirements no longer applicable to this securitization transaction in light of such repeal; and

 

(x)          to modify the provisions set forth in this Agreement relating to Exchange Act Rule 17g-5 or Rule 15Ga-1; provided, that such amendment would not materially increase the obligations of any of the Servicer, the Special Servicer, the Certificate Administrator, the 17g-5 Information Provider or the Trustee (unless consented to by such party);

 

provided, further that no amendment pursuant to any of clauses (i) through (x) above may be made that would:  (A) change in any manner the obligations or rights of the Loan Seller under this Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller, (B) change in any manner the obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser or (C) adversely affect any Companion Loan Holder in its capacity as such without its consent.

 

(b)        This Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates evidencing, in the aggregate, not less than 51% of the Percentage Interests of each Class of Certificates adversely affected thereby (as evidenced by an Opinion of Counsel) 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 the Certificates; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate or to any Companion Loan Holder, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth herein, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under this Agreement; (v) change in any manner the obligations or rights of the Loan Seller under this Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller; (vi) amend this Section 11.1; (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of such Initial Purchaser; or (viii) adversely affect any Companion Loan Holder in its capacity as such without its consent.



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It shall not be necessary for the consent of Certificateholders under this Section 11.1 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof.  The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable regulations as the Certificate Administrator or the Trustee may prescribe.

 

Notwithstanding any contrary provisions of this Agreement, (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to this Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted hereunder and an officer’s certificate from the requesting party to the effect that all conditions precedent to such amendment have been satisfied, and (ii) no amendment shall be made to this Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust, or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.

 

(c)        Promptly after the execution 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 8.14(b), and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to each of the other parties to this Agreement, the Initial Purchasers and the Rating Agencies.

 

(d)        In the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 11.1 shall be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or the Special Servicer, as applicable, and, to the extent required by this Section 11.1, the required Certificateholders and/or the Companion Loan Holders, as applicable.

 

(e)        The costs and expenses associated with any such amendment, including without limitation, Opinions of Counsel and Rating Agency Confirmations, shall be borne by the party requesting such amendment (or, if such amendment is required by any of the Rating Agencies to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator (which do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate Administrator), then at the expense of the Depositor and, if neither the Depositor nor any successor thereto is in existence, the Trust (which amounts may be paid out of the Collection Account)).

 

11.2    
Recordation of Agreement; Counterparts.  (a) This Agreement or an abstract hereof, if acceptable by the applicable
recording office, is subject to recordation in the appropriate public office for real property records in the county in which
the Property subject to the Mortgage is situated, and in any other appropriate public recording office or elsewhere, such recordation
to be effected by the Trustee or the Certificate Administrator at the expense of the Trust upon its receipt of an Opinion of Counsel
to the effect that such recordation materially and beneficially affects the interests of the Certificateholders of the Trust.

 



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(b)        For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.  Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.

 

11.3     Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.  THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.  THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 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 LOCATED IN NEW YORK COUNTY 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, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

11.4     Notices.  All demands, notices and communications hereunder shall be in writing, shall be deemed to have been given upon receipt (except that notices to Holders of any Class of Certificates held in registered, definitive form shall be deemed to have been given upon being sent by first class mail, postage prepaid) as follows:



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If to the Depositor, to:


Citigroup Commercial Mortgage Securities Inc.
388 Greenwich Street, 6th Floor 
New York, New York 10013
Attention:  Richard Simpson
Facsimile: (646) 328-2943

 

and:

 

Citigroup Commercial Mortgage Securities Inc.
390 Greenwich Street, 5th Floor
New York, New York 10013
Attention:  Raul Orozco
Facsimile: (347) 394-0898

 

and:

 

Citigroup Commercial Mortgage Securities Inc.
388 Greenwich Street, 17th Floor
New York, New York 10013
Attention:  Ryan M. O’Connor
Facsimile: (646) 862-8988

 

with electronic copies to:



Richard Simpson at richard.simpson@citi.com

 

and to:

 

Ryan M. O’Connor at ryan.m.oconnor@citi.com

 

If to the Servicer or Special Servicer, to:


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: 1-888-706-3565

 

with a copy to:

 

Eversheds Sutherland (US) LLP

700 Sixth Street, NW, 7th Floor



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Washington, D.C.  20001

Attn:  Lisa A. Rosen

Fax Number:  (202) 637-3593

 

and with respect to e-mail pursuant to this Agreement, at NoticeAdmin@midlandls.com

 

If to the Trustee, to:


Wilmington Trust, National Association
1100 North Market Street
Wilmington, Delaware 19890
Attention: CMBS Trustee – CGCMT 2020-555



If to the Certificate Administrator, to:

 

Citibank, N.A.
388 Greenwich Street
New York, New York 10013
Attention: Global Transaction Services – CGCMT 2020-555
Fax number: (212) 816-5527

Email: ratingagencynotice@citi.com

 

or, for certificate transfers:

 

Citibank, N.A.
480 Washington Boulevard, 30th Floor
Jersey City, New Jersey 07310
Attention: Securities Window



If to the Initial Purchasers, to:

(i)  in the case of Citigroup Global Markets Inc.:

 

Citigroup Global Markets Inc.
390 Greenwich Street, 5th Floor
New York, New York 10013
Attention:  Raul Orozco
Facsimile: (347) 394-0898

 

and:



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Citigroup Global Markets Inc.
388 Greenwich Street, 6th Floor 
New York, New York 10013
Attention:  Richard Simpson
Facsimile: (646) 328-2943

 

and:

 

Citigroup Global Markets Inc.
388 Greenwich Street, 17th Floor
New York, New York 10013
Attention:  Ryan M. O’Connor
Facsimile: (646) 862-8988

 

with electronic copies to:


Richard Simpson at richard.simpson@citi.com

 

and to:

Ryan M. O’Connor at ryan.m.oconnor@citi.com

 

		(ii)	in the case of Bancroft Capital, LLC:


 

Bancroft Capital, LLC
501 Office Center Drive, Suite 130 
Fort Washington, Pennsylvania 19034
Attention: Steve Ivcic
Facsimile No.: (484) 373-4748



		(iii)	in the case of Siebert Williams Shank & Co., LLC


 

Siebert Williams Shank & Co., LLC
100 Wall Street, 
# 2202
Attention: DiAnne Calabrisotto
Fax Number: (646) 576-9680
Email: dcalabrisotto@siebertwilliams.com

 

If to the initial Risk Retention Consultation Party, to:


Citi Real Estate Funding Inc.

390 Greenwich Street

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943

 

with a copy to:



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Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax Number:  (347) 394-0898

 

with a copy to:

 

Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax Number:  (646) 862-8988

 

with electronic copies to:


Richard Simpson at richard.simpson@citi.com

 

and to:

Ryan M. O’Connor at ryan.m.oconnor@citi.com

 

If to any Certificateholder, to:


the address set forth in the Certificate Register

 

If to the Borrower Parties:  at the respective addresses therefor set forth in the Mortgage Loan Agreement

 

or, in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other parties hereto.

 

Notwithstanding anything to the contrary herein, any and all communications (both text and attachments, excluding any notice to the Servicer or the Special Servicer under Section 7.1(a)) by or from the Certificate Administrator, in any of its capacities, that the Certificate Administrator in its sole discretion deems to contain confidential, proprietary, and/or sensitive information and sent by electronic mail will be encrypted.  The recipient of the email communication will be required to complete a one-time registration process. Information and assistance on registering and using the email encryption technology can be found within the first secure email sent by the Certificate Administrator or by calling 1-888-855-9695.

 

11.5     Notices to the Rating Agencies.  The Servicer or the Special Servicer, as applicable, and Certificate Administrator shall furnish such other information regarding the Trust as may be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided, however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures set forth in Section 8.14(b); provided, further, that the 17g-5 Information Provider 



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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 or Special 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 and Rating Agency Confirmation requests shall be sent 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.:  (646) 280-1013

Email:  info.cmbs@fitchratings.com

DBRS, Inc.

140 Broadway, 43rd Floor

New York, NY 10005

Attention:  CMBS Surveillance – Group Head

Email:  cmbsratings@morningstar.com

 

11.6     Severability of Provisions.  If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, 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.

 

11.7     Limitation on Rights of Certificateholders.  The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or to take any action or to commence any proceeding in any court for a petition or winding up of the Trust, or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

 

No Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third party by reason of any action by the parties to this Agreement pursuant to any provision hereof.

 

No Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself of any provisions of this Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, unless such Holder previously shall have given to the Trustee a written notice of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of the



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continuance thereof, as herein before provided, and unless the Holders of Certificates aggregating not less than 25% of the Voting Rights of the Certificates shall also have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being 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 whatever by virtue or by availing itself or themselves of any provisions of this Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder except as provided herein with respect to entitlement to payments or to enforce any right under this Agreement, except in the manner herein provided and for the common benefit of all Certificateholders.  For the protection and enforcement of the provisions of this Section, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity.

 

11.8     Certificates Nonassessable and Fully Paid.  The Certificateholders shall not be personally liable for obligations of the Trust, that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and the Certificates, upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and shall be deemed fully paid.

 

11.9     Reproduction of Documents.  This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process.  The parties agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

 

11.10   No Partnership.  Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the parties hereto and the Services of the Servicer and the Special Servicer shall be rendered as an independent contractor and not as agent for the Trustee or the Depositor.

 

11.11   Actions of Certificateholders.  (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, where required, to the Depositor, the Servicer, the Special Servicer and/or the Trustee.  Proof of 



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execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator if made in the manner provided in this Section.

 

(b)        The fact and date of the execution of any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Certificate Administrator deems sufficient.

 

(c)        The Certificate Administrator may require additional proof of any matter referred to in this Section as it shall deem reasonably necessary.

 

(d)        Any request, demand, authorization, direction, notice, consent, waiver, or other act by a Certificateholder shall bind every Holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done, by the Depositor, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator in reliance thereon, whether or not notation of such action is made upon such Certificate.

 

11.12   Successors and Assigns. The rights and obligations of any party hereto shall not be assigned (except as expressly permitted hereunder, including pursuant to Section 6.2, 6.4, 8.7 or 8.9, 9.6 or 9.7 hereof) by such party without the prior written consent of the other parties hereto.  This Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and their respective permitted successors and assigns.  No Person other than a party to this Agreement, a designated third-party beneficiary and any Certificateholder shall have any rights with respect to the enforcement of any of the rights or obligations hereunder.  Without limiting the foregoing, the parties to this Agreement specifically agree that (i) the Loan Seller and each Initial Purchaser shall be a third-party beneficiary of this Agreement with respect to any of its respective rights specifically set forth hereunder, (ii) the Retaining Sponsor shall be a third-party beneficiary of this Agreement with respect to its rights under Section 5.2(f) and Section 5.3(j); (iii) each Other Depositor and Other Exchange Act Reporting Party shall be third-party beneficiary of this Agreement with respect to its rights under Article 13; (iv) each master servicer and special servicer under an Other Pooling and Servicing Agreement shall be a third-party beneficiary of this Agreement with respect to all provisions herein expressly relating to compensation, reimbursement or indemnification of such master servicer or special servicer, as the case may be, and the provisions regarding coordination of Advances; and (v) no Borrower Party, Property Manager or, except as contemplated by clause (i), other party to the Mortgage Loan is an intended third-party beneficiary of this Agreement.

 

11.13   Acceptance by Authenticating Agent, Certificate Registrar.  The Certificate Administrator hereby accepts its appointment as Authenticating Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each such capacity pursuant to the terms of this Agreement.

 

11.14   Streit Act.  Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k or Article 4-A of the New York Real Property Law are hereby 



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incorporated herein, and such provisions shall be in addition to those conferred or imposed by this Agreement; provided, however, to the extent that such Section 126 and/or 130-k shall not have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall cease to have any further effect upon the provisions of this Agreement.  In a case of a conflict between the provisions of this Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at any time be repealed, or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such Article 4-A shall cease to have any further effect upon the provisions of this Agreement.

 

11.15   Assumption by Trust of Duties and Obligations of the Lender Under the Mortgage Loan Documents.  The Trustee on behalf of the Trust as assignee of the Mortgage Loan and the Servicer and the Special Servicer hereby acknowledge that the Trust assumes all of the rights and obligations of the Lender as lenders under the Mortgage Loan Documents and agrees to be bound thereby, and in accordance with the terms thereof.  Such acknowledgement on behalf of the Trust is made by the Trustee in the exercise of the powers and authority conferred and vested in it and is intended for the purpose of binding only the Trust.  Nothing contained in this Section shall be construed as creating any liability on the part of the Trustee, individually or personally, it being agreed that all liabilities and obligations being acknowledged as assumed are solely those of the Trust, and under no circumstances shall the Trustee be liable personally for the breach or failure of any obligation, representation, warranty or covenant made or undertaken by the Trust under this Agreement, any Mortgage Loan Document or any related document.

 

11.16   Treatment as a Security Agreement.  The Depositor, concurrently with the execution and delivery hereof, has conveyed to the Trust, all of its right, title and interest in and to the Mortgage Loan. The parties intend that such conveyance of the Depositor’s right, title and interest in and to the Mortgage Loan pursuant to this Agreement shall constitute a purchase and sale and not a loan. If such conveyance is deemed to be a pledge and not a sale, then the parties also intend and agree that the Depositor shall be deemed to have granted, and in such event does hereby grant, to the Trustee, in trust for the registered holders of Holders of Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555, a first priority security interest in all of its right, title and interest, whether now owned or existing or hereafter acquired or arising, in, to and under the Mortgage Loan, all payments of principal or interest with respect to the Mortgage Loan on or after the Closing Date and all proceeds thereof that may come due with respect to the Mortgage Loan and that this Agreement shall constitute a security agreement under applicable law.

 

11.17   PNC Bank, National Association.

 

PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.



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12.       REMIC ADMINISTRATION

 

12.1     REMIC Administration.  (a) The Depositor intends that each of the Lower-Tier REMIC and the Upper-Tier REMIC shall constitute, and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify it as, a REMIC, and the provisions hereof shall be interpreted consistently with this intention.

 

(b)        The Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC to treat the segregated pool of assets constituting such REMIC as a REMIC under the Code.  Each such election shall be made on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of the calendar year in which the Certificates are issued.

 

(c)        The Closing Date is hereby designated as the “Startup Day“of each of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code.  The “latest possible maturity date”of each Class of the Regular Certificates and each Uncertificated Lower-Tier Interest is the Rated Final Distribution Date for the purposes of Section 860G(a)(1) of the Code. 

 

(d)        The Certificate Administrator shall prepare or cause to be prepared and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an application for a taxpayer identification number for such REMIC on IRS Form SS-4 or obtain such number by other permissible means.  Within thirty days of the Closing Date, the Certificate Administrator shall furnish or cause to be furnished to the IRS, on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the Persons that Certificateholders may contact for tax information relating thereto (and the Certificate Administrator shall act as the representative of each of the Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor agrees within ten Business Days of the Closing Date to provide any information reasonably requested by the Servicer or the Certificate Administrator and necessary to make such filing).

 

(e)        The Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its business, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax related duties under this Agreement, including without limitation any expenses, costs or liabilities associated with audits or any administrative or judicial proceedings with respect to the Lower-Tier REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities, shall be reimbursable from the Trust.

 

(f)         The Certificate Administrator shall prepare or cause to be prepared, timely furnish or cause to be furnished to the Trustee to sign (and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state and local income or franchise or other tax and information returns for each of the Lower-Tier REMIC



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and the Upper-Tier REMIC as the direct representative for such REMIC.  Except as provided in Section 12.1(e), the expenses of preparing and filing such returns shall be borne by the Certificate Administrator.  The Depositor shall provide on a timely basis to the Certificate Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its possession, and is reasonably requested by the Certificate Administrator to enable it to perform its obligations under this subsection, and the Certificate Administrator shall be entitled to rely on such information in the performance of its obligations hereunder.

 

(g)        The Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting and other tax compliance duties that are the responsibility of such REMIC under the Code, the REMIC Provisions, or other compliance guidance issued by the IRS or any state or local taxing authority.  Among its other duties, the Certificate Administrator shall provide (i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate to a Disqualified Organization or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization) such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions.  The Depositor shall provide on a timely basis (and in no event later than 30 days after the Certificate Administrator’s request) to the Certificate Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its possession and is reasonably requested in writing by the Certificate Administrator to enable it to perform its obligations under this subsection.

 

(h)        The Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor holders of such Class R Certificates, to the irrevocable designation of the Certificate Administrator as the “partnership representative” of each Trust REMIC within the meaning of Section 6223 of the Code.  The Certificate Administrator shall make any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor provision) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any holder of any residual interest of any Trust REMIC, past or present.  Each Holder of a Percentage Interest in the Class R Certificates, by acceptance thereof, is deemed to agree to any such elections.

 

(i)         The Trustee, the Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier REMIC and the Upper-Tier REMIC as a REMIC.

 

(j)         The Trustee, the Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall not take any action or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective control and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected to (i) endanger the status of either the



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Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) unless permitted under Section 12.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC (including but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions as defined in Code Section 860G(d)) (any such result in clause (i) or (ii), an “Adverse REMIC Event”) unless (A) the Trustee, the Certificate Administrator and the Servicer have received a Nondisqualification Opinion (at the expense of the party seeking to take such action or of the Trust if taken for the benefit of the Certificateholders) with respect to such action or (B) the Trustee, the Certificate Administrator and the Servicer have received an opinion (at the expense of the party seeking to take such action or of the Trust if taken for the benefit of the Certificateholders) to the effect that such action shall not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC and that no tax shall actually be imposed.

 

(k)        Any and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions, including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any tax on contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that the Servicer, upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator the amount of any such tax that the Certificate Administrator notifies the Servicer is due; provided, further, if such taxes shall have been imposed on account of the negligence, bad faith, fraud or willful misconduct of any party hereto, or in connection with the breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall be paid by such party.

 

(l)         The Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier REMIC and the Upper-Tier REMIC on a calendar year and on an accrual basis.  Notwithstanding anything to the contrary contained herein or in the Mortgage Loan Documents (but subject to Section 1.3), all amounts collected on the Mortgage Loan shall, for federal income tax purposes, be allocated first to interest due and payable on the Mortgage Loan (including interest on overdue interest) other than Default Interest.  The books and records shall be sufficient concerning the nature and amount of the investments of the Lower-Tier REMIC and the Upper-Tier REMIC to show that such REMIC has complied with the REMIC Provisions.

 

(m)       None of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which either the Lower-Tier REMIC or the Upper-Tier REMIC shall receive a fee or other compensation for services.

 

(n)        In order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause to be provided, to the Certificate Administrator within ten days after the Closing Date, all information or data that the Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates, including, without limitation, the yield, issue prices, pricing prepayment assumption and projected cash flows of the Certificates, as applicable, and the projected cash flows on the Mortgage Loan.  Thereafter, the Depositor, the Trustee, the Servicer and the Special Servicer shall provide to the Certificate Administrator,



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promptly upon request therefor, any such additional information or data that the Certificate Administrator may, from time to time, reasonably request in order to enable the Certificate Administrator to perform its duties as set forth herein.  The Certificate Administrator is hereby directed to use any and all such information or data provided by the Trustee, the Depositor, the Servicer and the Special Servicer in the preparation of all federal, state or local income, franchise or other tax and information returns and reports for each of the Lower-Tier REMIC and the Upper-Tier REMIC to Certificateholders as required herein.  The Depositor hereby indemnifies the Certificate Administrator for any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments or other costs and expenses of the Certificate Administrator arising from any errors or miscalculations of the Certificate Administrator pursuant to this Section 12.1 that result from any failure of the Depositor to provide or to cause to be provided, accurate information or data to the Certificate Administrator (but not resulting from the methodology employed by the Certificate Administrator) on a timely basis and such indemnifications shall survive the termination of this Agreement and the termination of the Certificate Administrator.

 

The Certificate Administrator agrees that all such information or data so obtained by it shall be regarded as confidential information and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without the prior written consent of the Depositor, unless such information is generally available to the public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed.

 

12.2     Foreclosed Property.  (a) The parties hereto acknowledge and understand that if the Trust were to acquire the Property as Foreclosed Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned and operated by the Borrower Parties, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates.

 

In determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these circumstances into account and shall only acquire or hold such Foreclosed Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust), that either (i) there is a commercially feasible alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, shall exceed the likely recovery to the Trust if the Trust were to net lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property.  If the Trust acquires any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee, if the Property Manager would not be considered an Independent Contractor, shall either renegotiate the Property Management Agreement or replace such Property Manager with a Successor



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Manager (as appropriate and to the extent permitted under such Property Management Agreement) so that the Foreclosed Property would be considered to be operated by an Independent Contractor.  If, after making the foregoing reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the Companion Loan Holders (as a collective whole as if such Certificateholders and the Companion Loan Holders constituted a single lender and taking into account the subordinate nature of the Junior Trust Note) on a net after tax basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately, and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(x).

 

Without limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:

 

(i)       permit the Trust to enter into, renew or extend any new lease with respect to the Foreclosed Property, if the new lease by its terms shall 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 shall constitute Rents from Real Property;

 

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

 

(iv)    Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than through the Property Manager or an Independent Contractor, the Foreclosed Property on any date more than 90 days after its acquisition date.

 

(b)        The Special Servicer, acting on behalf of the Trust hereunder, shall make reasonable efforts to sell the Foreclosed Property for its fair market value in accordance with Section 3.16.  In any event, however, the Special Servicer, acting on behalf of the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close of the third calendar year following the year in which the Acquisition Date occurs unless (1) the Special Servicer, on behalf of the Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such Foreclosed Property or (2) the Trustee, the Certificate Administrator and the Servicer have received an opinion of independent counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period shall neither result in the imposition of taxes on “prohibited transactions” of the Trust as defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the



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Certificates are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of obtaining any such extension of time being an expense of the Trust.  If the Special Servicer, on behalf of the Trust, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trust hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended Period”).  If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer shall, before the end of the above referenced period or the Extended Period, as the case may be, auction the Foreclosed Property to the highest offeror (which may be the Special Servicer) in accordance with Accepted Servicing Practices.

 

(c)        Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.

 

12.3     Prohibited Transactions and Activities.  The Special Servicer, on behalf of the Trust, shall not permit the sale or disposition of the Mortgage Loan unless the Mortgage Loan is the subject of a Material Breach or Material Document Defect or is in default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy or insolvency of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier REMIC in a “qualified liquidation” as defined in Section 860F(a)(4) of the Code), nor acquire any assets for either the Lower-Tier REMIC or the Upper-Tier REMIC (other than Foreclosed Property), nor sell or dispose of any investments in the Collection Account or Distribution Account for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to either the Lower-Tier REMIC or the Upper-Tier REMIC (other than a cash contribution during the three month period beginning on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect that such disposition, acquisition, substitution or acceptance shall not (a) affect adversely the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or of the Certificates as representing regular interests therein, (b) affect the distribution of interest or principal on the Certificates, (c) result in the encumbrance of the assets transferred or assigned to either the Lower-Tier REMIC or the Upper-Tier REMIC (except pursuant to the provisions of this Agreement), or (d) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax on “prohibited transactions” or “prohibited contributions” pursuant to the REMIC Provisions.

 

12.4     Indemnification with Respect to Certain Taxes and Loss of REMIC Status.  (a) If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses 



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its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the negligence, bad faith or willful misconduct by the Certificate Administrator of its duties and obligations specifically set forth herein, or by reason of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder, the Certificate Administrator shall indemnify the Trust against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses (which for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement of this indemnity) and related costs, judgments or other costs and expenses (“Losses”) resulting therefrom; provided, however, the Certificate Administrator shall not be liable for any such Losses attributable to the action or inaction of the Depositor, the Servicer, the Special Servicer, the Trustee or the Holders of the Class R Certificates nor for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the Servicer, the Special Servicer, the Trustee, or the Depositor, on which the Certificate Administrator has relied.  The foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Class R Certificates at law or in equity.

 

(b)        If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the negligence, bad faith or willful misconduct of the Servicer or the Special Servicer in the performance of its duties and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard of its obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust against any and all Losses resulting therefrom; provided, however, the Servicer or the Special Servicer, as the case may be, shall not be liable for any such losses attributable to the action or inaction of the Certificate Administrator, the Depositor, the Holders of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate Administrator, the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the case may be, has relied.  The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders of the Class R Certificates at law or in equity.

 

13.       EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

 

13.1     Intent of the Parties; Reasonableness.   The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules and regulations of the Commission.  Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the Sarbanes-Oxley Act.  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 reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation AB.  In connection with the Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555, and any Companion Loan 



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Securities, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, 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 available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit any Other Depositor to comply with the provisions of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.

 

13.2     Succession; Sub-Servicers; Subcontractors.  (a) For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 13.7 of this Agreement), in connection with the succession to the Servicer, the Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer is a “servicer” as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any Person (i) into which the Servicer, Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Servicer, the Special Servicer or any such Sub-Servicer, the Servicer or Special Servicer, as applicable (depending on whether such succession involves it or one of its Sub-Servicers), shall provide (other than in the case of a succession pursuant to an appointment under Section 7.1 or 7.2, in which case the successor servicer or successor special servicer, as applicable, shall provide) to any Other Depositor as to which the applicable Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement (and as long as such notice is not given by a successor servicer or successor special servicer appointed under Section 7.1 or 7.2), and otherwise no later than one (1) Business Day after such effective date of succession, (x) written notice to the Depositor and each such Other Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to each such Other Depositor, all information relating to such successor servicer reasonably requested by any such Other Depositor 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).  The Certificate Administrator (or the Trustee, if applicable) shall provide similar notice to the Depositor and each such Other Depositor in connection with any resignation or termination of the  Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator.  In addition, with respect to each Companion Loan, the Certificate Administrator shall comply with the Trust’s obligations under the Co-Lender Agreement (including with respect to the provision of any required notices) in connection with any resignation, termination, replacement or appointment of the Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator or any successor thereto.

 

(b)        For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, if the Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator (each of the Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer,



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for purposes of this Section 13.2(b) and Sections 13.2(c), 13.2(d) and 13.16, a “Servicing Party”) is permitted to utilize one or more Subcontractors to perform certain of its obligations hereunder.  Such Servicing Party shall promptly upon request provide to the Depositor, as well as any Other Depositor as to which the applicable Companion Loan is affected, a written description (in form and substance satisfactory to each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant utilized by such Servicing Party during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor.  Each Servicing Party shall cause any Subcontractor utilized by such Servicing Party that is determined to be a Servicing Function Participant to comply with the provisions of Section 13.8 and Section 13.9 of this Agreement to the same extent as if such Subcontractor were such Servicing Party.  Such Servicing Party shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit W, shall use commercially reasonable efforts to obtain from such Sub-Servicer) 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 13.8 and Section 13.9 of this Agreement, in each case, as and when required to be delivered.

 

(c)        For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing, if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such Servicing Party shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB.  If a Servicing Party 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, the engagement of such Subcontractor shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor and sub-servicing agreement and, if such Subcontractor is engaged by the Servicer or the Special Servicer, such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement.  Written notice of the engagement of such Subcontractor and the related Sub-Servicing Agreement (other than such agreements set forth on Exhibit W hereto) (with respect to the Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicing Party) shall be delivered to the Depositor, the Certificate Administrator and each such Other Depositor at least five (5) Business Days prior to the effective date of such engagement.  Such notice shall contain all information reasonably necessary, and in such form as may be necessary, to enable each Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).

 

(d)        For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a



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successor to the Trustee or Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least ten Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable law or any applicable confidentiality agreement, no later than the time required under Section 13.6 of this Agreement) and shall furnish pursuant to Section 13.6 of this Agreement to each Other Depositor in writing and in form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for each Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).

 

13.3     Other Securitization Trust’s Filing Obligations.   For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee shall (and shall cause (or, in the case of each Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with each Other Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements under the Exchange Act.

 

13.4     Form 10-D Disclosure.   For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one Business Day after the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time) on the third Business Day after the related Distribution Date, (i) the parties as set forth on Exhibit V to this Agreement, shall be required to provide to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), in EDGAR-compatible format (to the extent available to such party in such format), or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure, if applicable, and (ii) the parties listed on Exhibit V to this Agreement shall include with such Additional Form 10-D Disclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit W, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit X to this Agreement.  The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.

 

13.5     Form 10-K Disclosure.   For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing in March 2021, (i) the parties listed on Exhibit W to this Agreement shall be required to provide 



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(and (i) with respect to any Servicing Function Participant of such party that is a Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other  Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to the Depositor, each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in house legal department of such party), in EDGAR compatible format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit W to this Agreement applicable to such party, and (ii) the parties listed on Exhibit W to this Agreement shall include with such Additional Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit W, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit X to this Agreement.  The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit W to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.

 

13.6     Form 8-K Disclosure.   For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house legal department of such party), within one Business Day after the occurrence of an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) (using commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the second (2nd) Business Day after the occurrence of a Reportable Event, (i) the parties set forth on Exhibit Y to this Agreement shall be required to provide (and (i) with respect to any Servicing Function Participant of such party that is a Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide) to each Other Depositor and each Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-compatible format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties, any Form 8-K Disclosure Information described on Exhibit Y to this Agreement as applicable to such party, if applicable, and (ii) the parties listed on Exhibit Y to this Agreement shall include with such Form 8-K Disclosure Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit Y, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to 



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the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as Exhibit X.  The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Y of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.

 

In the case of a Form 8-K that is filed by or on behalf any Other Securitization Trust as a result of the termination, removal, resignation or any other replacement of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Sub-Servicer or Subcontractor of any of the foregoing parties (to the extent such Sub-Servicer or Subcontractor is a “servicer” as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement, the proposed successor Servicer, Special Servicer, Trustee, Certificate Administrator, Sub-Servicer or Subcontractor, as applicable, shall, as a condition to such succession and at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement, provide to the Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust on or before the date of such proposed succession the following:  (i) any information (including, but not limited to, disclosure information) required for such Other Securitization Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the initial Servicer, the initial Special Servicer, the initial Trustee, the initial Certificate Administrator or the initial Sub-Servicer, as the case may be, or their respective counsel, in connection with the information concerning such party in the Offering Circular and/or any other disclosure materials relating to this Trust.

 

13.7     Annual Compliance Statement.   On or before March 1 of each year, commencing in 2021, each of the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year), at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing Function Participant and each of the Servicer, Special Servicer, the Custodian, the Certificate Administrator and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year), a “Certifying Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Person’s activities during the preceding calendar year or portion thereof and of such Person’s performance under this Agreement or the applicable sub-servicing agreement, as 



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applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Person has fulfilled all its obligations under this Agreement or the applicable sub-servicing agreement, as applicable, 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.  For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such Officer’s Certificate, the Depositor (and, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant with which such Certifying Servicer has entered into a servicing relationship with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered.  Copies of all Officer’s Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Certificate Administrator by posting such Compliance Report to the Certificate Administrator’s Website pursuant to Section 8.14(b).

 

13.8     Annual Reports on Assessment of Compliance with Servicing Criteria.   (a) On or before March 1 of each year, commencing in 2021, the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, Custodian, the Certificate Administrator and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year), each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit W with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each Servicer, the Special Servicer, the Certificate Administrator, the Custodian, any Servicing Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, as the case may be, a “Reporting Servicer”) to the Certificate Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), a report on an assessment of compliance with the Applicable Servicing Criteria that complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of the end of and for the preceding calendar year, 



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including, if there has been any material instance of noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof (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) and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of and for such period.  Copies of all compliance reports delivered pursuant to this Section 13.8 shall be provided to any Certificateholder, upon the written request therefor, by the Certificate Administrator.

 

Each such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company, and shall address each of the Applicable Servicing Criteria.  For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each Other 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.

 

(b)        On the Closing Date, the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee each acknowledge and agree that Exhibit L to this Agreement sets forth the Relevant Servicing Criteria for such party.

 

(c)        No later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee,  shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as to the name of each Servicing Function Participant utilized by it, in each case, and each such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant.  When the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian, the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year) and any Servicing Function Participant  submit their assessments pursuant to Section 13.8(a) of this Agreement, such parties, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 13.9) of each Servicing Function Participant engaged by it.  The fiscal year for the Trust shall be January 1 through and including December 31 of each calendar year.

 

(d)        In the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian or the Trustee (if it has made, or is required to make, an Advance during the applicable period) is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant engaged by it to provide (and the Servicer, the



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Special Servicer, Certificate Administrator, the Custodian and the Trustee shall, with respect to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant to provide) an annual assessment of compliance pursuant to this Section 13.8, coupled with an attestation as required in Section 13.9 in respect of the period of time that the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian, or the Trustee (if it has made, or is required to make, an Advance during such period of time) was subject to this Agreement or the period of time that the applicable Servicing Function Participant was subject to such other servicing agreement.

 

13.9     Annual Independent Public Accountants’ Servicing Report.   On or before March 1 of each year, commencing in 2021, the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian and the Trustee (if it has made, or is required to make, an Advance during the applicable calendar year), each at its own expense, shall cause (and each such party, (i) with respect to each Servicing Function Participant that is a Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant to cause, and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to cause) a registered public accounting firm (which may also render other services to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, 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 Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)), the Depositor, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)), to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Applicable Servicing Criteria.  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 accountant’s attestation report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act.  Such report must be available for general use and not contain restricted use language.  Copies of all statements delivered pursuant to this Section 13.9 shall be made available to any Privileged Person by the Certificate Administrator posting such statement on the Certificate Administrator’s Website pursuant to Section 8.14(b).

 

For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of such report from the Servicer, the 



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Special Servicer,
the Certificate Administrator, the Custodian, the Trustee (if it has made, or is required to make, an Advance during the
applicable calendar year) or any Servicing Function Participant, the Depositor and each Other Depositor may review the report
and, if applicable, consult with the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is
subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Custodian or the Trustee (if it
has made, or is required to make, an Advance during the applicable calendar year) as to the nature of any defaults by the
Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it has made, or is required to
make, an Advance during the applicable calendar year) or any Servicing Function Participant with which it has entered into a
servicing relationship with respect to the Trust Loan or any Companion Loan, as the case may be, in the fulfillment of any of
the Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Custodian’s, the
Trustee’s (if it has made, or is required to make, an Advance during the applicable calendar year) or the applicable
Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing agreement.

 

13.10   Significant Obligor.   With respect to any Companion Loan that the applicable Other Depositor has notified the Servicer in writing that the Property is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (a “Significant Obligor”) with respect to an Other Securitization Trust that includes such Companion Loan, to the extent that the 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), beginning with the first calendar quarter following receipt of notice from the Other Depositor that such Significant Obligor with respect to such Other Securitization Trust exists, or the updated financial statements of such Significant Obligor for any calendar year, beginning for the calendar year following such notice from the Other Depositor, as applicable, the Servicer shall deliver to the Other Depositor and the Other Exchange Act Reporting Party of such Other Securitization Trust, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or four (4) 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 fourteen (14) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such Significant Obligor, together with the net operating income of such Significant Obligor for the applicable period as calculated by the Servicer in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than fourteen (14) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of such 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.

 

If the Servicer does not receive 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 any Significant Obligor with respect to an Other Securitization Trust by the date on which such financial information is required to be delivered under the related Mortgage Loan Documents, the Servicer (i) shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the related Other Depositor under the Exchange Act) to obtain the periodic financial statements of the Borrower under the Mortgage Loan Documents, (ii) shall



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(and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower to obtain the required financial information, and (iii) if unsuccessful, shall, no later than five (5) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or the related Significant Obligor NOI Yearly Filing Deadline, as applicable, 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 Trust.

 

13.11   Sarbanes-Oxley Backup Certification.   For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator, the Servicer, the Special Servicer, the Custodian and the Trustee shall provide (and with respect to any other Servicing Function Participant of such party, shall cause such Servicing Function Participant to provide) to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying Person”) no later than March 1 of the year following the year to which the Form 10-K of such Other Securitization Trust relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached to this Agreement as Exhibit Z-1, Exhibit Z-2, Exhibit Z-3, Exhibit Z-4 and Exhibit Z-5, as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely.  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 the Certifying Person pursuant to this Section 13.11 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.

 

13.12   Indemnification.   Each of the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee (each an “Indemnifying Party”) shall indemnify and hold harmless, the Depositor, each Other Depositor, any employee, director or officer of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses (including without limitation reasonable attorney’s fees and expenses related to the enforcement of this indemnity and the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation) incurred by such indemnified party arising out of: (i) the failure of any Indemnifying Party to perform its obligations under this Article 13; (ii) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than a Loan Seller Sub-Servicer) to perform its obligations under this Article 13; (iii) any untrue statement of a material fact contained in any information (x) regarding the Indemnifying Party or any Servicing Function Participant, Additional Servicer or Subcontractor engaged by it (other than any Loan Seller Sub-Servicer), (y) prepared by any such party described in clause (x) 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 Indemnifying Party in connection with the performance of such Indemnifying Party’s obligations described in this Article 13, or the omission to state in any such information a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, 



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that such Indemnifying Party shall be entitled to participate at its own expense in any action arising out of the foregoing and the Depositor shall consult with such Indemnifying Party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential settlement terms related thereto (provided that any such consultation shall be nonbinding); (iv) negligence, bad faith or willful misconduct on the part of the Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee, as applicable, in the performance of such obligations; or (v) any Deficient Exchange Act Deliverable with respect to such Indemnifying Party.

 

In addition, each of the Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee shall cooperate (and (i) with respect to each Servicing Function Participant and Additional Servicer of such party that is a Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant or Additional Servicer to cooperate, and (ii) with respect to any other Servicing Function Participant or Additional Servicer of such party, shall cause such Servicing Function Participant or Additional Servicer to cooperate) with the Depositor or any Other Depositor as necessary for the Depositor or any Other Depositor 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 regarding (x) information delivered by the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) information regarding such Affected Reporting Party, and/or (z) information prepared by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained by such 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 for inclusion in the Depositor’s or any Other Depositor’s response to the Commission, 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 and negotiate a response and/or resolution with the Commission; provided, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Servicer, the Servicer shall receive copies of all material communications pursuant to this paragraph.  If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission 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 and copy the Depositor or any Other Depositor on all correspondence with the Commission and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or Other Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor



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or any Other Depositor shall cooperate with such Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party and to notify the Commission of such authorization.  The Depositor (or any Other Depositor) and the applicable Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time for submitting a response or compliance.  All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission related to the foregoing 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 Servicer, the Special Servicer, the Certificate Administrator, the Custodian and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained by it to comply with the foregoing by inclusion of similar provisions (or by inclusion of a reference to, and an obligation to comply with, this paragraph) in the related sub-servicing or similar agreement.

 

The Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act 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 (including without limitation reasonable attorney’s fees and expenses related to the enforcement of this indemnity and the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation) incurred by such indemnified party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations, (iii) any failure by a Servicing Party (as defined in Section 13.2(b)) to identify a Servicing Function Participant pursuant to Section 13.8(c), or (iv) any Deficient Exchange Act Deliverable with respect to such Servicing Function Participant.

 

If the indemnification provided for in, or contemplated by, any of the preceding paragraphs of this Section 13.12 is unavailable or insufficient to hold harmless the Depositor, any Other Depositor, any employee, director or officer of the Depositor or any Other Depositor, or any other person who controls the Depositor or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, then the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing Party”) shall contribute to the amount paid or



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payable to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified 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 this Article 13 (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 Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall cause each Servicing Function Participant of such party that is not a Loan Seller Sub-Servicer (and with respect to any Servicing Function Participant of such party that is a Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations.  This Section 13.12 shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator.

 

13.13   Amendments.   This Article 13 may be amended by the parties hereto pursuant to Section 11.1 of this Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act 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 Confirmations or the consent of any Trust Interest Owner, notwithstanding anything to the contrary contained in this Agreement.

 

13.14   Termination of the Certificate Administrator.   Notwithstanding anything to the contrary contained in this Agreement, the Depositor or any Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this Article 13 provided that such termination shall not be effective until a successor Certificate Administrator shall have accepted the appointment.

 

13.15   [Reserved].

 

13.16   Termination of Sub-Servicing Agreements.   For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the  Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) to which it is a party to entitle the Depositor to terminate such agreement (without compensation, termination fee or the consent of any other Person) at any time following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article 13 and (ii) promptly notify the Depositor following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article 13.  The Depositor is hereby authorized to exercise the rights described in clause (i) of the preceding sentence in its sole discretion.  The rights of the Depositor to terminate a Sub-Servicing Agreement (with respect to the Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other 



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Servicer) as aforesaid shall not limit any right Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement or sub-servicing agreement, as applicable.

 

13.17   Notification Requirements and Deliveries in Connection With Securitization of a Companion Loan.   (a) Any other provision of this Article 13 to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in this Article 13, in connection with the requirements contained in this Article 13 that provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party of any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days written notice (or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party to comply with related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable, has provided written notice as soon as reasonably practicable and, concurrently with such written notice, obtained verbal confirmation of receipt of such written notice and (ii) such period shall not be less than 3 Business Days) (which shall only be required to be delivered once), (i) setting forth the contact information for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 13.7, Section 13.8 and Section 13.9 of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this Agreement that are requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide a single written notice to such effect; provided further, that this notice requirement does not apply to any Companion Loan that is included in any Other Securitization as of the Closing Date.  Any reasonable cost and expense of the Servicer, Special Servicer, Operating Advisor, Custodian, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization Trust.  The parties hereto shall have the right to confirm in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of the items identified in this Article 13 to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization Trust prior to providing any of the reports or other information required to be delivered under this Article 13 in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article 13 with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required to deliver such items; provided that no such confirmation will be required in connection with any delivery of the items contemplated by Section 13.7, Section 13.8 and Section 13.9 of this Agreement.  Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written statement to the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the appropriate party hereto receives such written statement.  The parties hereunder shall also have the right to require that such Other Depositor provide them with the contact details of 



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such Other Depositor, Other Exchange Act Reporting Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.

 

(b)        Each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written request given in accordance with the terms of Section 13.17(a) above, and subject to a right of the Servicer, Special Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit a holder of a Companion Loan to use such party’s description contained in the Offering Circular (updated as appropriate by the Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the reasonable cost of the Other Depositor or the holder of such Companion Loan) for inclusion in the disclosure materials relating to any securitization of a Companion Loan.

 

(c)        The Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request given in accordance with the terms of Section 13.17(a) above, shall each timely provide (to the extent the reasonable cost thereof is paid or caused to be paid by the Other Depositor or the holder of the related Companion Loan) to the Other Depositor and any underwriters with respect to any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to the updated description referred to in Section 13.17(b) with respect to such party, substantially identical to those, if any, delivered by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the Offering Circular and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the  Servicer, the Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be).  None of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the securitization of a Companion Loan if it did not deliver a corresponding item with respect to this Trust.

 

(d)        Each of the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior written request given in accordance with the terms of Section 13.17(a) above, shall provide (to the extent the reasonable cost thereof is paid or caused to be paid by the applicable party set forth below in this Section 13.17(d)) to the Other Depositor and the trustee under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the following: (i) any information (including, but not limited to, disclosure information) required for such Other Securitization Trust to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the Offering Circular and/or any other disclosure materials relating to this Trust.

 

(e)        In the case of a Form 8-K that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this securitization transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification



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agreement(s) provided by or on behalf of the Servicer, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section 13.17(e) shall be paid or caused to be paid by the related Other Depositor or the applicable Companion Loan Holder that transferred the related Companion Loan to the related Other Depositor for inclusion in such Other Securitization Trust.

 

In the case of a Form 8-K that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal, resignation or any other replacement of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section 13.17(e) shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement.

 

[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF, the
parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day
and year first above written.


 





	 	CITIGROUP
    COMMERCIAL MORTGAGE SECURITIES INC., as Depositor
	 	 	 
	 	By:	/s/
    Richard Simpson
	 	 	Name:   Richard
    Simpson
	 	 	Title:     President



  


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	 	MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Servicer
	 	 	 
	 	By:	/s/
    David A. Eckels
	 	 	Name:   David
    A. Eckels
	 	 	Title:     Senior
    Vice President





 





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	 	MIDLAND
    LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Special Servicer
	 	 	 
	 	By:	/s/
    David A. Eckels
	 	 	Name:   David
    A. Eckels
	 	 	Title:     Senior
    Vice President


 



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	 	WILMINGTON
    TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 	 
	 	By:	/s/
    Beverly D. Capers
	 	 	Name:   Beverly
    D. Capers
	 	 	Title:     Assistant
    Vice President


 




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	 	CITIBANK, N.A., as Certificate Administrator
	 	 	 
	 	By:	/s/
    John Hannon
	 	 	Name:   John Hannon
	 	 	Title:     Senior
    Trust Officer


 


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	STATE
    OF  	)	 	 
	 	)	ss:	 
	COUNTY
    OF  	)	 	 


 








On the 6 day of March 2020, before me, a
notary public in and for said State, personally appeared Richard W. Simpson, known to me to be a President of CITIGROUP COMMERCIAL
MORTGAGE SECURITIES INC., which executed the within instrument, and also known to me to be the person who executed it on behalf
of such entity, and acknowledged to me that such person executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set
my hand and affixed my official seal the day and year in this certificate first above written.


  








	 	 	/s/
    Sonia Austin Outlaw
	 	 	NOTARY PUBLIC in and for the 

State of New York


 


	[SEAL] 
	 	 
	 	 	 
	My Commission expires:	 	 
	 	 	 
	Sonia Austin Outlaw	 	 
	Notary Public, State of New York	 	 
	No. 01AU6294366	 	 
	Qualified in New York Country	 	 
	Commission Expires Dec. 16, 2021	 	 


 






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	STATE
    OF KANSAS	)	 	 
	 	)	ss.	 
	COUNTY
    OF JOHNSON	)	 	 





 





On the 9th day of March 2020, before me, a notary public in
and for said State, personally appeared David A. Eclels, known to me to be a Senior Vice President of Midland Loan Services,
a Division of PNC Bank, National Association, one of the entities that executed the within instrument, and also known to me to
be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.







  





	NOTARY PUBLIC - State of Kansas	 	 
	LAURA ESCALANTE	 	 
	 My
    Appt. Expires 08/14/2021	 	/s/
    Laura Escalante
	 	 	Notary
Public
	 	 	


 
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	STATE
    OF KANSAS	)	 	 
	 	)	ss.	 
	COUNTY
    OF JOHNSON	)	 	 





 





On the 9th day of March 2020, before me, a notary public in
and for said State, personally appeared David A. Eclels, known to me to be a Senior Vice President of Midland Loan Services,
a Division of PNC Bank, National Association, one of the entities that executed the within instrument, and also known to me to
be the person who executed it on behalf of such entity, and acknowledged to me that such entity executed the within instrument.


 


IN
WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.







  





	NOTARY PUBLIC - State of Kansas	 	 
	LAURA ESCALANTE	 	 
	 My
    Appt. Expires 08/14/2021	 	/s/
    Laura Escalante
	 	 	Notary
Public
	 	 	


 
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	STATE
    OF DELAWARE	)	 	 
	 	)	ss:	 
	COUNTY
    OF NEW CASTLE	)	 	 


 





On the 5th
day of March 2020, before me, a notary public in and for said State, personally appeared Beverly D. Capers, known to me to be
a assistant vice president of Wilmington Trust, National Association, which executed the within instrument, and also known to
me to be the person who executed it on behalf of such entity, and acknowledged to me that such person executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.




 


	 	 	/s/
    Christina Bader
	 	 	NOTARY PUBLIC in and for the 

State of Delawar





 





	[SEAL] 
	 	 
	 	 	 
	My Commission expires:	 	 
	 	 	 
	CRISTINA BADER	 	 
	STATE OF DELAWARE 	 	 
	MY COMMISSION 	 	 
	NOTARY PUBLIC 	 	 
	EXPIRES MARCH 22, 2020	 	 


  
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	STATE
    OF New York	)	 	 
	 	)	ss:	 
	COUNTY
    OF New York	)	 	 


 





On the
6th day of March 2020, before me, a notary public in and for said State, personally appeared John Hannon, known to
me to be a Senior Trust Officer of Citibank, N.A., which executed
the within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to
me that such person executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in this certificate first above written.




 


	 	 	/s/
    Kate Molina
	 	 	NOTARY PUBLIC in and for the 

State of New York





 





	[SEAL] 
	 	 
	 	 	 
	My Commission expires:	 	KATE MOLINA
	 	 	Notary Public - State of New York
	Feb 4, 2023	 	NO. 01MO6387127
	 	 	Qualified in Richmond County
	 	 	My Commision Expires Feb 4, 2023
	 	 	 


  
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EXHIBIT A-1

 

FORM OF CLASS A CERTIFICATES

 

CLASS A

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE BORROWER SPONSOR OR ANY OF  

 


 



 


1     Temporary Regulation S Global Certificate legend.


 




2     Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 




3     Global Certificate legend.



 

 



    Exhibit A-1-1


     


    

 

THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. 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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNER IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE 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) 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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR”

 

 



    Exhibit A-1-2


     


    

 

AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

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 CODE.

 

 


    Exhibit A-1-3


     


    

 

CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-555
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-555, CLASS A

 

	
Pass-Through Rate: 2.6470% per annum

	
 


	
First Distribution Date: April 10, 2020

	
 


	
Aggregate Initial Certificate Balance of the Class A Certificates: $142,926,000

	
Rated Final Distribution Date:
December 2041


	
CUSIP: 17328EAA6
ISIN: US17328EAA641

	
Initial Certificate Balance of this
Certificate: $[_________]


	
CUSIP: U1737MAA4
ISIN: USU1737MAA462

CUSIP: 17328EAB4
ISIN: US17328EAB483
No.: A-[ ]

	
 




 

This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class A Certificates. The Trust Fund consists primarily of two promissory notes secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class X, Class B, Class C, Class D, Class E, Class F, Class G and Class R and Class VRR Certificates (collectively, with the Class A Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities, Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.

 


 



 


1     For Certificate sold in reliance on Rule 144A only.


 




2     For Regulation S Global Certificate only.


 




3     For IAI Certificate only.



 



    Exhibit A-1-4


     


    

 

Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each calendar month, commencing in April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the month in which the applicable Distribution Date occurs (provided that, in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing 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 and any Non-Vertically Retained Yield Maintenance Premium then distributable, if any, with respect to the Class A Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in April 2020.

 

All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator.

 

In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.

 

Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate

 

 



    Exhibit A-1-5


     


    

 

Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of the Loan Seller under the Trust and Servicing Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final

 

 



    Exhibit A-1-6


     


    

 

Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.

 

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 

 



    Exhibit A-1-7


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated:  March 10, 2020

 

	
 

	
 
	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class A Certificates referred to in the Trust and Servicing Agreement.

 

Dated:  March 10, 2020

 

	
 

	
 
	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

 



    Exhibit A-1-8


     


    

 

SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] have been made:




	
Date of 

Exchange or 

Payment of 

Principal

	
 

	
Certificate 

Balance Prior 

to Exchange or 

Payment

	
 

	
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Exchanged or 

Principal 

Payment Made

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Exchanged for

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Remaining 

Certificate 

Balance 

Following Such 

Exchange or 

Payment

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Notation Made by

	
 


	
 

	
 

	
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    Exhibit A-1-9


     


    

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 




 

Date: __________________

 

	
 

	
 

	
 


	
 

	
Signature by or on behalf of


	
 

	
Assignor(s):


	
 

	
 

	
 


	
 

	
 


	
 

	
Taxpayer Identification Number: _________




 

 



    Exhibit A-1-10


     


    

 

DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________ account number ____________________.

 

This information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent.

 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
[Please print or type name(s)]


	
 

	
 

	
 


	
 

	
Title:

	
 


	
 

	
 

	
 


	
 

	
Taxpayer Identification Number:




 

 



    Exhibit A-1-11


     


    

 

EXHIBIT A-2

 

FORM OF CLASS X CERTIFICATES

 

CLASS X

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE BORROWER SPONSOR OR ANY OF 

 


 



 


1     Temporary Regulation S Global Certificate legend.


 




2     Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 




3     Global Certificate legend.



 

 



    Exhibit A-2-1


     


    

 

THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON. 

 

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT 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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNER IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE 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) 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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND 

 

 



    Exhibit A-2-2


     


    

 

EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

THIS CLASS X CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.

 

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 CODE.

 

 


 
    Exhibit A-2-3


     


    

 

CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-555
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-555, CLASS X

 

	
Pass-Through Rate: Variable IO1

	
 


	
First Distribution Date: April 10, 2020

	
 


	
Aggregate Initial Notional Amount of the Class X Certificates: $202,730,000

	
Rated Final Distribution Date:
December 2041


	
CUSIP: 17328EAQ1
ISIN: US17328EAQ172

	
Initial Notional Amount of this
Certificate: $[_________]


	
CUSIP: U1737MAH9
ISIN: USU1737MAH983

CUSIP: 17328EAR9
ISIN: US17328EAR99 4
No.: X-[ ]

	
 




 

This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class X Certificates. The Trust Fund consists primarily of two promissory notes secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class B, Class C, Class D, Class E, Class F, Class G and Class R and Class VRR Certificates (collectively, with the Class X Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities, Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee and Citibank, N.A., as Certificate Administrator. To the

 


 



 


1    The initial approximate Pass-Through Rate as of the Closing Date is 0.8573% per annum.


 




2    For Certificate sold in reliance on Rule 144A only.


 




3    For Regulation S Global Certificate only.


 




4    For IAI Certificate only.



 

 


 
    Exhibit A-2-4


     


    

 

extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.

 

Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each calendar month, commencing in April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the month in which the applicable Distribution Date occurs (provided that, in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing 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 interest and any Non-Vertically Retained Yield Maintenance Premium then distributable, if any, with respect to the Class X Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in April 2020.

 

All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator.

 

In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.

 

 


 
    Exhibit A-2-5


     


    

 

Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of the Loan Seller under the Trust and Servicing Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and

 

 



    Exhibit A-2-6


     


    

 

records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.

 

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 

 



    Exhibit A-2-7


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated:  March 10, 2020

 

	
 

	
 
	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class X Certificates referred to in the Trust and Servicing Agreement.

 

Dated:  March 10, 2020

 

	
 

	
 
	CITIBANK, N.A., not in its
individual capacity but solely as Authenticating Agent

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

 



    Exhibit A-2-8


     


    

 

SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] have been made:

 


	
Date of 

Exchange or 

Payment of 

Principal

	
 

	
Certificate 

Balance Prior 

to Exchange or 

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    Exhibit A-2-9


     


    

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 


	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 






 

Date: __________________

 

	
 

	
 

	
 


	
 

	
Signature by or on behalf of


	
 

	
Assignor(s):


	
 

	
 

	
 


	
 

	
 


	
 

	
Taxpayer Identification Number: _________




 

 



    Exhibit A-2-10


     


    

 

DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________ account number ____________________.

 

This information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent.

 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
[Please print or type name(s)]


	
 

	
 

	
 


	
 

	
Title:

	
 


	
 

	
 

	
 


	
 

	
Taxpayer Identification Number:




 

 



    Exhibit A-2-11


     


    

 

EXHIBIT A-3

 

FORM OF CLASS B CERTIFICATES

 

CLASS B

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE BORROWER SPONSOR OR ANY OF 

 

 


 



 


1    Temporary Regulation S Global Certificate legend.

 




2    Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.

 




3    Global Certificate legend.



 



    Exhibit A-3-1


     


    

 

THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CLASS B CERTIFICATE IS SUBORDINATED TO ONE OR MORE OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO 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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNER IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE 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) THAT IS 

 

 



    Exhibit A-3-2


     


    

 

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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

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 CODE.

 

 



    Exhibit A-3-3


     


    

 

CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-555
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-555, CLASS B

 

	
Pass-Through Rate: 2.8290% per annum

	
 


	
First Distribution Date: April 10, 2020

	
 


	
Aggregate Initial Certificate Balance of the Class B Certificates: $20,781,000

	
Rated Final Distribution Date:
December 2041


	
CUSIP: 17328EAC2
ISIN: US17328EAC211

	
Initial Certificate Balance of this
Certificate: $[_________]


	
CUSIP: U1737MAB2
ISIN: USU1737MAB292

CUSIP: 17328EAD0
ISIN: US17328EAD043
No.: B-[ ]

	
 




 

This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of two promissory notes secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class C, Class D, Class E, Class F, Class G and Class R and Class VRR Certificates (collectively, with the Class B Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities, Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee and Citibank, N.A., as Certificate Administrator. To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.

 

 


 



 


1    For Certificate sold in reliance on Rule 144A only.

 




2    For Regulation S Global Certificate only.

 




3    For IAI Certificate only.



 



    Exhibit A-3-4


     


    

 

Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each calendar month, commencing in April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the month in which the applicable Distribution Date occurs (provided that, in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing 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 and any Non-Vertically Retained Yield Maintenance Premium then distributable, if any, with respect to the Class B Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in April 2020.

 

All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator.

 

In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.

 

Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate

 


 


    Exhibit A-3-5


     


    

 

Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of the Loan Seller under the Trust and Servicing Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final

 

 



    Exhibit A-3-6


     


    

 

Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.

 

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 

 



    Exhibit A-3-7


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated:  March 10, 2020

 

	
 

	
 
	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class B Certificates referred to in the Trust and Servicing Agreement.

 

Dated:  March 10, 2020

 

	
 

	
 
	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

 



    Exhibit A-3-8


     


    

 

SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] have been made:




	
Date of 

Exchange or 

Payment of 

Principal

	
 

	
Certificate 

Balance Prior 

to Exchange or 

Payment

	
 

	
Certificate 

Balance 

Exchanged or 

Principal 

Payment Made

	 -
 	
Type of 

Certificate 

Exchanged for

	 -
 	
Remaining 

Certificate 

Balance 

Following Such 

Exchange or 

Payment

	 -
 	
Notation Made by

	
 


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	 -
 	
 

	
 

	 -
 	
 

	
 

	 -
 	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
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-


	
 

	
 

	
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-


	
 

	
 

	
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-









 

 



    Exhibit A-3-9


     


    

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 




 

Date: __________________

 

	
 

	
 

	
 


	
 

	
Signature by or on behalf of


	
 

	
Assignor(s):


	
 

	
 

	
 


	
 

	
 


	
 

	
Taxpayer Identification Number: _________




 

 



    Exhibit A-3-10


     


    

 

DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to _________________________________ for the account of __________________________ account number ____________________.

 

This information is provided by ___________________________________________________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent.

 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
[Please print or type name(s)]


	
 

	
 

	
 


	
 

	
Title:

	
 


	
 

	
 

	
 


	
 

	
Taxpayer Identification Number:




 

 



    Exhibit A-3-11


     


    


EXHIBIT A-4

 

FORM OF CLASS C CERTIFICATES

 

CLASS C

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE BORROWER SPONSOR OR ANY OF

 

 


 




1     Temporary Regulation S Global Certificate legend.

 



2     Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.

 


3     Global Certificate legend.



    Exhibit A-4-1


     


    
 

THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CLASS C CERTIFICATE IS SUBORDINATED TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO 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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNER IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL 


    Exhibit A-4-2


     


    
 

EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

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 CODE.


    Exhibit A-4-3


     


    
 

CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-555
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-555, CLASS C

 

	
Pass-Through Rate:  3.0310% per annum

	
 


	
First Distribution Date:  April 10, 2020

	
 


	
Aggregate Initial Certificate Balance of the Class C Certificates:  $16,086,000

	
Rated Final Distribution Date:
December 2041


	
CUSIP:  17328EAE8
ISIN:  US17328EAE861

	
Initial Certificate Balance of this
Certificate:  $[_________]


	
CUSIP:  U1737MAC0
ISIN:  USU1737MAC022

CUSIP:  17328EAF5
ISIN:  US17328EAF513
No.:  C-[ ]

	
 




 

This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class C Certificates.  The Trust Fund consists primarily of two promissory notes secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”).  The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby.  Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class D, Class E, Class F, Class G and Class R and Class VRR Certificates (collectively, with the Class C Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities, Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.

 

 


 




1     For Certificate sold in reliance on Rule 144A only.

 


2     For Regulation S Global Certificate only.

 


3     For IAI Certificate only.

 



    Exhibit A-4-4


     


    
 

Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each calendar month, commencing in April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the month in which the applicable Distribution Date occurs (provided that, in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing 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 and any Non-Vertically Retained Yield Maintenance Premium then distributable, if any, with respect to the Class C Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in April 2020.

 

All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date.  Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator.

 

In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.

 

Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate


    Exhibit A-4-5


     


    
 

Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of the Loan Seller under the Trust and Servicing Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser.  In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final


    Exhibit A-4-6


     


    
 

Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.

 

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.


    Exhibit A-4-7


     


    
 

IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated:  March 10, 2020

 

	
 

	
 

	
CITIBANK, N.A.,


	
 

	
 

	
not in its individual capacity but solely as Certificate Administrator


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class C Certificates referred to in the Trust and Servicing Agreement.

 

Dated: March 10, 2020

 

 

	
 

	
 

	
CITIBANK, N.A.,


	
 

	
 

	
not in its individual capacity but solely as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 


    Exhibit A-4-8


     


    
 

SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] have been made:




	
Date of 

Exchange or 

Payment of 

Principal

	
 

	
Certificate 

Balance Prior 

to Exchange or 

Payment

	
 

	
Certificate 

Balance 

Exchanged or 

Principal 

Payment Made

	 	
Type of 

Certificate 

Exchanged for

	 	
Remaining 

Certificate 

Balance 

Following Such 

Exchange or 

Payment

	 	
Notation Made by

	
 


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
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-


	
 

	
 

	
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-


	
 

	
 

	
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    Exhibit A-4-9


     


    
 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 

	
 

	
 


	
 

	
 


	
 

	
 




 

Date:  __________________

 

	
 

	
Signature by or on behalf of


	
 

	
Assignor(s):


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
Taxpayer Identification Number:  _________





    Exhibit A-4-10


     


    
 

DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the Assignee(s) for the purpose of receiving notices and distributions:
_____________________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________.

 

This information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent.

 

	
 

	
By:

	
 


	
 

	
 
	[Please print or type name(s)]

	 	 	 
	
 

	
Title:

	
 


	 	 
	
 

	
Taxpayer Identification Number:





    Exhibit A-4-11


     


    
 

EXHIBIT A-5

 

FORM OF CLASS D CERTIFICATES

 

CLASS D

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE BORROWER SPONSOR OR ANY OF 

 

 


 



 

1          
Temporary Regulation S Global Certificate legend.

 

2          
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.

 

3           Global Certificate legend.

 





    Exhibit A-5-1


     


    

 

THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CLASS D CERTIFICATE IS SUBORDINATED TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO 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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNER IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL 

 

 



    Exhibit A-5-2


     


    

 

EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

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 CODE.

 



    Exhibit A-5-3


     


    

 



CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-555
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-555, CLASS D

 

	
Pass-Through Rate:  3.2330% per annum

	
 


	
First Distribution Date:  April 10, 2020

	
 


	
Aggregate Initial Certificate Balance of the Class D Certificates:  $22,937,000

	
Rated Final Distribution Date:
December 2041


	
CUSIP:  17328EAG3
ISIN:  US17328EAG351

	
Initial Certificate Balance of this
Certificate:  $[_________]


	
CUSIP:  U1737MAD8
ISIN:  USU1737MAD842

CUSIP:  17328EAH1
ISIN:  US17328EAH183
No.:  D-[ ]

	
 




 

This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class D Certificates.  The Trust Fund consists primarily of two promissory notes secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”).  The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby.  Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class E, Class F, Class G and Class R and Class VRR Certificates (collectively, with the Class D Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities, Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.

 

 


 



 

1          
For Certificate sold in reliance on Rule 144A only.

 

2
          For Regulation S Global Certificate only.

 

3
          For IAI Certificate only.

 



    Exhibit A-5-4


     


    

 

Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each calendar month, commencing in April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the month in which the applicable Distribution Date occurs (provided that, in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing 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 and any Non-Vertically Retained Yield Maintenance Premium then distributable, if any, with respect to the Class D Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in April 2020.

 

All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date.  Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator.

 

In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.

 

Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate

 

 



    Exhibit A-5-5


     


    

 

Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of the Loan Seller under the Trust and Servicing Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser.  In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final

 

 



    Exhibit A-5-6


     


    

 

Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.

 

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 

 



    Exhibit A-5-7


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated: March 10, 2020

 

	
 

	
 
	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class D Certificates referred to in the Trust and Servicing Agreement.

 

Dated: March 10, 2020

 

	
 

	
 
	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

 



    Exhibit A-5-8


     


    

 

SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] have been made:

 


	
Date of 

Exchange or 

Payment of 

Principal

	
 

	
Certificate 

Balance Prior 

to Exchange or 

Payment

	
 

	
Certificate 

Balance 

Exchanged or 

Principal 

Payment Made

	 	
Type of 

Certificate 

Exchanged for

	 	
Remaining 

Certificate 

Balance 

Following Such 

Exchange or 

Payment

	 	
Notation Made by

	
 


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-









 

 



    Exhibit A-5-9


     


    

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 

________________________________

 

________________________________

 

________________________________

 

Date:  __________________

 

	
 

	
Signature by or on behalf of
Assignor(s):


	
 

	
_________________________


	
 

	
 


	
 

	
Taxpayer Identification Number:  _________




 

 



    Exhibit A-5-10


     


    

 

DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the
Assignee(s) for the purpose of receiving notices and distributions:
_____________________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________.

 

This information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent.

 

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
[Please print or type name(s)]


	
 

	
 

	
 


	
 

	
Title:

	
 


	
 

	
Taxpayer Identification Number:




 

 



    Exhibit A-5-11


     


    

 

            EXHIBIT A-6

 

FORM OF CLASS E CERTIFICATES

 

CLASS E

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE BORROWER SPONSOR OR ANY OF 

 

 


 



 


1
          Temporary Regulation S Global Certificate legend.

 


2
          Legend required as long as DTC is the Depository under the Trust
and Servicing Agreement.

 

3
          Global Certificate legend.



 



    Exhibit A-6-1


     


    

 

 

THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CLASS E CERTIFICATE IS SUBORDINATED TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO 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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNER IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL 



    Exhibit A-6-2


     


    

 

EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN INSTITUTIONAL “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

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 CODE.

 

 



    Exhibit A-6-3


     


    

 

CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-555
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-555, CLASS E

 

	
Pass-Through Rate:  The Adjusted Net Mortgage Rate

	
 


	
First Distribution Date:  April 10, 2020

	
 


	
Aggregate Initial Certificate Balance of the Class E Certificates:  $70,044,000

	
Rated Final Distribution Date:
December 2041


	
CUSIP:  17328EAJ7
ISIN:  US17328EAJ731

	
Initial Certificate Balance of this
Certificate:  $[_________]


	
CUSIP:  U1737MAE6
ISIN:  USU1737MAE672

CUSIP:  17328EAK4
ISIN:  US17328EAK473
No.:  E-[ ]

	
 




 

This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class E Certificates.  The Trust Fund consists primarily of two promissory notes secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”).  The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby.  Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class F, Class G and Class R and Class VRR Certificates (collectively, with the Class E Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities, Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee and Citibank, N.A., as Certificate Administrator.  To the


 


 



 




	1	For Certificate sold in reliance on Rule 144A only.



 


	2	For Regulation S Global Certificate only.



 


	3	For IAI Certificate only.



 






 



    Exhibit A-6-4


     


    

 

extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.

 

Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each calendar month, commencing in April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the month in which the applicable Distribution Date occurs (provided that, in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing 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 and any Non-Vertically Retained Yield Maintenance Premium then distributable, if any, with respect to the Class E Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in April 2020. 

 

All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date.  Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator.

 

In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.

 

 



    Exhibit A-6-5


     


    

 

Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of the Loan Seller under the Trust and Servicing Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser.  In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and

 

 



    Exhibit A-6-6


     


    

 

records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.

 

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 

 



    Exhibit A-6-7


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated: March 10, 2020

 

	
 

	
 
	CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class E Certificates referred to in the Trust and Servicing Agreement.

 

Dated: March 10, 2020

 

	
 

	
 
	CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

 



    Exhibit A-6-8


     


    

 

SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] have been made:









	
Date of 

Exchange or 

Payment of 

Principal

	
 

	
Certificate 

Balance Prior 

to Exchange or 

Payment

	
 

	
Certificate 

Balance 

Exchanged or 

Principal 

Payment Made

	 	
Type of 

Certificate 

Exchanged for

	 	
Remaining 

Certificate 

Balance 

Following Such 

Exchange or 

Payment

	 	
Notation Made by

	
 


	
 

	
 

	
-

	
 

	
 

	
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    Exhibit A-6-9


     


    

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 

________________________________

 

________________________________

 

________________________________

 

Date:  __________________

 

	
 

	
Signature by or on behalf of
Assignor(s):


	
 

	
_________________________


	
 

	
 


	
 

	
Taxpayer Identification Number:  _________




 

 



    Exhibit A-6-10


     


    

 

DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the
Assignee(s) for the purpose of receiving notices and distributions:
_____________________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________.

 

This information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent. 

	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
[Please print or type name(s)]


	
 

	
 

	
 


	
 

	
Title:

	
 


	
 

	
Taxpayer Identification Number:




 

 



    Exhibit A-6-11


     


    

EXHIBIT A-7

 

FORM OF CLASS F CERTIFICATES

 

CLASS F

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE BORROWER SPONSOR OR ANY OF 

 


 



 

	
1

	
Temporary Regulation S Global Certificate legend.




	
2

	
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.




	
3

	
Global Certificate legend.




 


 


    Exhibit A-7-1


     


    
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CLASS F CERTIFICATE IS SUBORDINATED TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO 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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNER IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL 

 


    Exhibit A-7-2


     


    
EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN 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 GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

 

TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

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 CODE.

 


    Exhibit A-7-3


     


    
CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-555
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-555, CLASS F

 

	
Pass-Through Rate: The Adjusted Net Mortgage Rate

	
 


	
First Distribution Date: April 10, 2020

	
 


	
Aggregate Initial Certificate Balance of the Class F Certificates: $37,860,000

	
Rated Final Distribution Date:
December 2041


	
CUSIP: 17328EAL2
ISIN: US17328EAL201

	
Initial Certificate Balance of this
Certificate: $[_________]


	
CUSIP: U1737MAF3
ISIN: USU1737MAF332

CUSIP: 17328EAM0
ISIN: US17328EAM033
No.: F-[ ]

	
 




 

This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class F Certificates. The Trust Fund consists primarily of two promissory notes secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”). The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class E, Class G and Class R and Class VRR Certificates (collectively, with the Class F Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities, Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee and Citibank, N.A., as Certificate Administrator. To the

 


 



 

	
1

	
For Certificate sold in reliance on Rule 144A only.




	
2

	
For Regulation S Global Certificate only.




	
3

	
For IAI Certificate only.




 


    Exhibit A-7-4


     


    
extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.

 

Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each calendar month, commencing in April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the month in which the applicable Distribution Date occurs (provided that, in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing 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 and any Non-Vertically Retained Yield Maintenance Premium then distributable, if any, with respect to the Class F Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in April 2020.

 

All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator.

 

In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.

 


    Exhibit A-7-5


     


    
Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of the Loan Seller under the Trust and Servicing Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser. In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and

 


    Exhibit A-7-6


     


    
records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.

 

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 


    Exhibit A-7-7


     


    
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated:  March 10, 2020

 

	
 

	
 

	
CITIBANK, N.A.,


	
 

	
 

	
 

	
not in its individual capacity but solely as Certificate Administrator


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class F Certificates referred to in the Trust and Servicing Agreement.

 

Dated: March 10, 2020

 

	
 

	
 

	
CITIBANK, N.A.,


	
 

	
 

	
 

	
not in its individual capacity but solely as Authenticating Agent


	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
Authorized Officer




 


    Exhibit A-7-8


     


    
SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] have been made:




	
Date of 

Exchange or 

Payment of 

Principal

	
 

	
Certificate 

Balance Prior 

to Exchange or 

Payment

	
 

	
Certificate 

Balance 

Exchanged or 

Principal 

Payment Made

	 	
Type of 

Certificate 

Exchanged for

	 	
Remaining 

Certificate 

Balance 

Following Such 

Exchange or 

Payment

	 	
Notation Made by

	
 


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

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	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

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-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

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-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

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-


	
 

	
 

	
-

	
 

	
 

	
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-


	
 

	
 

	
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-


	
 

	
 

	
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-


	
 

	
 

	
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	-	
 

	
 

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-






 


    Exhibit A-7-9


     


    
ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 

	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
 


	
Date:

	
 

	
 

	
 


	
 

	
 

	
 

	
 




 





	
 

	
Signature by or on behalf of
Assignor(s):


	
 

	
_________________________


	
 

	
 


	
 

	
Taxpayer Identification Number:  _________




 


    Exhibit A-7-10


     


    
DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the Assignee(s) for the purpose of receiving notices and distributions:
_____________________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________.

 

This information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent.

 

	
 

	
By:

	
 


	
 

	
 

	
[Please print or type name(s)]


	
 

	
 

	
 


	
 

	
Title:

	
 


	
 

	
Taxpayer Identification Number:




 


    Exhibit A-7-11


     


    
 


EXHIBIT A-8

 

FORM OF CLASS G CERTIFICATES

 

CLASS G

 

[THIS CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

NO BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL 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 TRUST AND SERVICING AGREEMENT.]1

 

[UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2

 

[TRANSFERS OF THIS GLOBAL 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 GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE BORROWER SPONSOR OR ANY OF 

 

 


 


1     Temporary Regulation S Global Certificate legend.

 


2     Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.

 


3     Global Certificate legend.

 


 



    Exhibit A-8-1


     


    

 

THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CLASS G CERTIFICATE IS SUBORDINATED TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO 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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNER IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE 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) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL 

 

 



    Exhibit A-8-2


     


    

 

EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN 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 GOVERNMENTAL PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.

 

TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

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 CODE.

 

 



    Exhibit A-8-3


     


    

 

CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-555
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-555, CLASS G

 

	
Pass-Through Rate:  The Adjusted Net Mortgage Rate

	
 


	
First Distribution Date:  April 10, 2020

	
 


	
Aggregate Initial Certificate Balance of the Class G Certificates:  $21,866,000

	
Rated Final Distribution Date:
December 2041


	
CUSIP:  17328EAN8
ISIN:  US17328EAN851

	
Initial Certificate Balance of this
Certificate:  $[_________]


	
CUSIP:  U1737MAG1
ISIN:  USU1737MAG162

CUSIP:  17328EAP3
ISIN:  US17328EAP343
No.:  G-[ ]

	
 




 

This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class G Certificates.  The Trust Fund consists primarily of two promissory notes secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”).  The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby.  Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class R and Class VRR Certificates (collectively, with the Class G Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities, Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee and Citibank, N.A., as Certificate Administrator.  To the

 

 


 


1     For Certificate sold in reliance on Rule 144A only.

 


2     For Regulation S Global Certificate only.

 


3     For IAI Certificate only.

 



    Exhibit A-8-4


     


    

 

extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.

 

Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each calendar month, commencing in April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the month in which the applicable Distribution Date occurs (provided that, in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing 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 and any Non-Vertically Retained Yield Maintenance Premium then distributable, if any, with respect to the Class G Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in April 2020. 

 

All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date.  Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator.

 

In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.

 

 



    Exhibit A-8-5


     


    

 

Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of the Loan Seller under the Trust and Servicing Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser.  In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and

 

 



    Exhibit A-8-6


     


    

 

records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.

 

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 

 



    Exhibit A-8-7


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated:    March 10, 2020

 

	
 

	
 

	
CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class G Certificates referred to in the Trust and Servicing Agreement.

 

Dated: March 10, 2020

 

	
 

	
 

	
CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

 



    Exhibit A-8-8


     


    

 

SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] have been made:


 


	
Date of 

Exchange or 

Payment of 

Principal

	
 

	
Certificate 

Balance Prior 

to Exchange or 

Payment

	
 

	
Certificate 

Balance 

Exchanged or 

Principal 

Payment Made

	 	
Type of 

Certificate 

Exchanged for

	 	
Remaining 

Certificate 

Balance 

Following Such 

Exchange or 

Payment

	 	
Notation Made by

	
 


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

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-


	
 

	
 

	
-

	
 

	
 

	
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-


	
 

	
 

	
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-


	
 

	
 

	
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-


	
 

	
 

	
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    Exhibit A-8-9


     


    

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
Date: __________________

	
 




 

	
 

	
 

	
 


	
 

	
Signature by or on behalf of


	
 

	
Assignor(s):


	
 

	
 

	
 


	
 

	
 


	
 

	
Taxpayer Identification Number: _________




 

 



    Exhibit A-8-10


     


    

 

DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________.

 

This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
[Please print or type name(s)]


	
 

	
 

	
 


	
 

	
Title:

	
 


	
 

	
Taxpayer Identification Number:




 

 



    Exhibit A-8-11


     


    

 

EXHIBIT A-9

 

FORM OF CLASS R CERTIFICATES

 

CLASS R

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE BORROWER SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.

 

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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE 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) 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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.

 

TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR 

 

 



    Exhibit A-9-1


     


    

 

OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

THIS CERTIFICATE EVIDENCES ALL OR A PORTION OF THE SOLE CLASS OF “RESIDUAL INTERESTS” IN EACH OF TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT IN THE FORM ATTACHED AS AN EXHIBIT TO THE TRUST AND SERVICING AGREEMENT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), 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. TAX PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE “NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR 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.

 

 



    Exhibit A-9-2


     


    

 

CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-555
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-555, CLASS R

 

	
Percentage Interest of the Class R 
Certificates:  [     ]%


	
CUSIP:  17328EAU2
ISIN:  US17328EAU29


	
No.:  R-[ ]




 

This certifies that [_____________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class R Certificates.  The Trust Fund consists primarily of two promissory notes secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”).  The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby.  Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class G and Class VRR Certificates (collectively, with the Class R Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities, Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.

 

Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each calendar month, commencing in April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the month in which the applicable Distribution Date occurs (provided that, in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing Date), an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of any amounts distributable with respect to the Class R Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in April 2020.

 

 



    Exhibit A-9-3


     


    

 

All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date.  Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator.

 

In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.

 

Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to

 

 



    Exhibit A-9-4


     


    

 

or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of the Loan Seller under the Trust and Servicing Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser.  In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.

 

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

 



    Exhibit A-9-5


     


    

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 

The Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor holders of such Class R Certificates, to the irrevocable designation of the Certificate Administrator as the “partnership representative” of each Trust REMIC within the meaning of Section 6223 of the Code (to the extent such provision is applicable to the Trust REMICs). 

 

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 of a Residual Ownership Interest 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, other than in connection with the initial Transfer thereof to an Initial Purchaser and any subsequent transfer thereof by an Initial Purchaser to any of its Affiliates, 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 I-1 to the Trust and Servicing Agreement (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 liabilities in excess of cash flows generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable

 

 



    Exhibit A-9-6


     


    

 

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 Section 5.3(p) of the Trust and Servicing Agreement and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit I-2 to the Trust and Servicing Agreement (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 the preceding clauses (x)(B)(1) or (3) 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, 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 60 days after a request for information from the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree 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, such Persons shall in no event be excused from furnishing such information.

 

(iv)      The Class R Certificates may only be issued as Definitive Certificates, and transferred to and owned by QIBs. 

 

 



    Exhibit A-9-7


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated:    March 10, 2020

 

	
 

	
 

	
CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class R Certificates referred to in the Trust and Servicing Agreement.

 

Dated:    March 10, 2020

 

	
 

	
 

	
CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

 



    Exhibit A-9-8


     


    

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
Date: __________________

	
 




 

	
 

	
 

	
 


	
 

	
Signature by or on behalf of


	
 

	
Assignor(s):


	
 

	
 

	
 


	
 

	
 


	
 

	
Taxpayer Identification Number: _________




 

 



    Exhibit A-9-9


     


    

 

DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________.

 

This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
[Please print or type name(s)]


	
 

	
 

	
 


	
 

	
Title:

	
 


	
 

	
Taxpayer Identification Number:




 

 



    Exhibit A-9-10


     


    

 

EXHIBIT A-10

 

FORM OF CLASS VRR CERTIFICATES

 

CLASS VRR

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, ANY INITIAL PURCHASER, THE LOAN SELLER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE BORROWERS, THE BORROWER SPONSOR OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY, PRIVATE INSURER OR BY ANY OTHER PERSON.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.  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 “QUALIFIED INSTITUTIONAL BUYER”), THAT IS PURCHASING FOR ITS OWN ACCOUNT OR IS PURCHASING FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, 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 INSTITUTIONAL INVESTOR THAT IS A NON-”U.S. PERSON” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH, RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, OR (3) TO ANOTHER INSTITUTIONAL INVESTOR THAT IS, OR IN WHICH EACH OF THE EQUITY OWNER IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QUALIFIED INSTITUTIONAL BUYER, AND (B) IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN 

 

 



    Exhibit A-10-1


     


    

 

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) 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 OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (I) THIS CERTIFICATE IS ACQUIRED BY SUCH PERSON THROUGH CITIGROUP GLOBAL MARKETS INC., (II) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (III) 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.

 

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.  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 TRUST AND SERVICING AGREEMENT.

 

TRANSFERS OF THIS CERTIFICATE OR ANY INTEREST HEREIN ARE SUBJECT TO SUCH RESTRICTIONS, AND TO THE DELIVERY BY THE TRANSFEROR AND/OR THE TRANSFEREE OF SUCH OPINIONS, CERTIFICATIONS AND/OR OTHER EVIDENCE OF COMPLIANCE WITH APPLICABLE LAW, AS ARE SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 

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 CODE.

 

 



    Exhibit A-10-2


     


    

 

CITIGROUP COMMERCIAL MORTGAGE TRUST 2020-555
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-555, CLASS VRR

 

	
Pass-Through Rate:  N/A

	
 


	
First Distribution Date:  April 10, 2020

	
 


	
Aggregate Initial Certificate Balance of the Class VRR Certificates:  $17,500,000

	
Rated Final Distribution Date:
N/A


	
CUSIP: 17328EAS7
ISIN: US17328EAS721

	
Initial Certificate Balance of this
Certificate:  $[_________]


	
CUSIP: U1737MAJ5
ISIN: USU1737MAJ542

CUSIP:  17328EAT5
ISIN:  US17328EAT553
No.:  VRR-[ ]

	
 




 

This certifies that [Cede & Co.][_________] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class VRR Certificates.  The Trust Fund consists primarily of two promissory notes secured by certain Collateral held in trust by the Trustee (or the Custodian on its behalf) and evidencing a fixed rate mortgage loan (the “Trust Loan”).  The Trust Fund was created, and the Trust Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby.  Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C, Class D, Class E, Class F, Class G and Class R Certificates (collectively, with the Class VRR Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee and Citibank, N.A., as Certificate Administrator.  To the extent not defined herein, capitalized terms used herein shall have the respective meanings assigned thereto in the Trust and Servicing Agreement.

 

 


 


1     For Certificate sold in reliance on Rule 144A only.

 


2     For Regulation S Global Certificate only.

 


3     For IAI Certificate only.

 



 



    Exhibit A-10-3


     


    

 

Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date in each calendar month, commencing in April 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the close of business on the related Record Date, which will be the last Business Day of the calendar month immediately preceding the month in which the applicable Distribution Date occurs (provided that, in the event the Closing Date occurs in the same month as the first Distribution Date, the first Record Date shall be the Closing 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 and any VRR Yield Maintenance Premiums then distributable, if any, with respect to the Class VRR Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement. With respect to each Distribution Date, the Determination Date is the 6th day of the calendar month in which such Distribution Date occurs, but if such 6th day is not a Business Day, the immediately succeeding Business Day, commencing in April 2020. 

 

All distributions will be made to the Persons entitled thereto by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not been received at least five Business Days prior to the applicable Distribution Date.  Notwithstanding the foregoing, the final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location that is specified in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Notes, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Trustee and the Certificate Administrator.

 

In the event of a conflict or inconsistency between the terms of this Certificate and the Trust and Servicing Agreement, the terms and conditions of the Trust and Servicing Agreement shall govern.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, 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.

 

Prior to due presentation of this Certificate for registration of transfer, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special

 

 



    Exhibit A-10-4


     


    

 

Servicer or the Certificate Registrar 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 the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, or any agent of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment (as evidenced by an Opinion of Counsel) for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however, no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loan which are required to be distributed on any Certificate, (ii) alter in any manner the liens on any Collateral securing payments on the Mortgage Loan; (iii) alter the obligations of the Servicer or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth in the Trust and Servicing Agreement, (iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders which are required to consent to any action or inaction under the Trust and Servicing Agreement; (v) change in any manner the obligations or rights of the Loan Seller under the Trust and Servicing Agreement or the Trust Loan Purchase Agreement without the consent of the Loan Seller; (vi) amend Section 11.1 of the Trust and Servicing Agreement; or (vii) change in any manner the obligations or rights of any Initial Purchaser without the consent of the affected Initial Purchaser.  In addition, the Trust and Servicing Agreement provides that (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to the Trust and Servicing Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized or permitted under the Trust and Servicing Agreement and an officer’s certificate from the requesting party that all conditions precedent to such amendment have been satisfied and (ii) no amendment shall be made to the Trust and Servicing Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel (at the expense of the party requesting the amendment) that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator created thereby (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date and to comply with all federal income tax reporting requirements and maintenance of books and records, and other than the indemnification rights and obligations of the parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement upon the later of

 

 



    Exhibit A-10-5


     


    

 

(i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, in connection with the sale of the Trust Loan pursuant to the Mezzanine Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Trust and Servicing Agreement.

 

Unless the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Trust Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 

 



    Exhibit A-10-6


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated:    March 10, 2020

 

	
 

	
 

	
CITIBANK, N.A.,
not in its individual capacity but solely as Certificate Administrator


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class VRR Certificates referred to in the Trust and Servicing Agreement.

 

Dated: March 10, 2020

 

	
 

	
 

	
CITIBANK, N.A.,
not in its individual capacity but solely as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

 



    Exhibit A-10-7


     


    

 

SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] have been made:


 


	
Date of 

Exchange or 

Payment of 

Principal

	
 

	
Certificate 

Balance Prior 

to Exchange or 

Payment

	
 

	
Certificate 

Balance 

Exchanged or 

Principal 

Payment Made

	 	
Type of 

Certificate 

Exchanged for

	 	
Remaining 

Certificate 

Balance 

Following Such 

Exchange or 

Payment

	 	
Notation Made by

	
 


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-


	
 

	
 

	
-

	
 

	
 

	
-

	
 

	
 

	-	
 

	
 

	-	
 

	
 

	-	
 

	
 

	
-










 



    Exhibit A-10-8


     


    

 

ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
Date: __________________

	
 




 

	
 

	
 

	
 


	
 

	
Signature by or on behalf of


	
 

	
Assignor(s):


	
 

	
 

	
 


	
 

	
 


	
 

	
Taxpayer Identification Number: _________




 

 



    Exhibit A-10-9


     


    

 

DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the Assignee(s) for the purpose of receiving notices and distributions: ____________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________.

 

This
information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________
as its (their) agent. 

	
 

	
 

	
 

	
 


	
 

	
By:

	
 

	
 


	
 

	
 

	
[Please print or type name(s)]


	
 

	
 

	
 


	
 

	
Title:

	
 


	
 

	
Taxpayer Identification Number:




 

 



    Exhibit A-10-10


     


    

 




EXHIBIT
                                        B

 

FORM
OF REQUEST FOR RELEASE
(for Custodian/Certificate Administrator)

 

	Loan
Information


	 

	Name
of Mortgagor:

	 


	 

	 

	 


	 

	[Servicer]
[Special Servicer] Loan No.:

	 


	 


	Custodian/Certificate
Administrator


	 

	Name:

	Citibank,
N.A.


	 

	 

	 


	 

	Address:

	388
Greenwich Street

New
York, New York 10013

Attention:
Global Transaction Services— CGCMT 2020-555


	 

	 

	 


	 

	Custodian

Mortgage
File No.:

	 


	 


	Depositor


	 

	 

	 


	 

	Name:

	Citigroup
Commercial Mortgage Securities Inc.


	 

	 

	 


	 

	Address:

	388
Greenwich Street, 6th Floor
New York, New York 10013
Attention:  Richard Simpson


	 

	 

	 


	 

	Certificates:

	Citigroup
Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555




 

The
undersigned [Servicer] [Special Servicer] hereby requests delivery from Citibank, N.A., as custodian (the “Custodian”),
for the Holders of Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555,
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 Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as
Trustee, and Citibank, N.A., as Certificate Administrator.

 

	(  )	Note
                                         dated [_____], in the original principal sum of $______, made by _______, payable to,
                                         or endorsed to the order of, the Trustee for the benefit of Certificateholders.


 



    


     


    

 





	(  )	Mortgage(s)
                                         recorded on ____________ as instrument no. ________ in the County Recorder’s Office
                                         of the County of _________, State of ___________ in book/reel/docket ___________ of official
                                         records at page/image ________.


 





	(  )	Deed
                                         of Trust(s) recorded on __________ as instrument no. ________ in the County Recorder’s
                                         Office of the County of ___________, State of _______ in book/reel/docket ____________
                                         of official records at page/image.


 





	(  )	Deed
                                         to Secure Debt recorded on __________ as instrument no. ________ in the County Recorder’s
                                         Office of the County of ___________, State of _______ in book/reel/docket ____________
                                         of official records at page/image.


 





	(  )	Other
                                         documents, including any amendments, assignments or other assumptions of the Note or
                                         Mortgages.


  

	(
)

	 


	 

	 


	(
)

	 


	 

	 


	(
)

	 


	 

	 


	(
)

	 




 

The
undersigned [Servicer] [Special Servicer] hereby acknowledges and agrees as follows:

 

(1)       
The [Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee for
the benefit of Certificateholders, solely for the purposes provided in the Trust and Servicing Agreement.

 

(2)       
The [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 [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 Trust and Servicing Agreement.

 

(3)       
The [Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loan has been liquidated or the Mortgage Loan has been paid in full and the proceeds thereof have been remitted to
the Collection Account except as expressly provided in the Trust and Servicing Agreement.

 

(4)       
The Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be earmarked for
the account of the Trustee (or the Custodian on its behalf) for the benefit of the Certificateholders, and the [Servicer] [Special
Servicer] shall keep the Documents separate and distinct from all other property in the [Servicer’s] [Special Servicer’s]
possession, custody or control.

 

 



    Exhibit B-2


     


    

 

	 

	 

	 


	 

	[Midland
                                         Loan Services, a Division
of
                                         PNC Bank, National
Association,
                                         as
                                         Servicer]


	 

	 


	 

	[Midland
                                         Loan Services, a Division
of
                                         PNC Bank, National 
Association,
                                         
as Special Servicer]


	 

	 

	 


	 

	By:
                                       

	 


	 

	 

	Name:


	 

	 

	Title:


	 

	 

	 


	Date:

	 

	 

	 

	 




 

 



    Exhibit B-3


     


    

 

EXHIBIT
C

 

FORM
OF TRANSFER CERTIFICATE 
FOR RULE 144A GLOBAL CERTIFICATE 
TO TEMPORARY REGULATION S GLOBAL CERTIFICATE

 

(Exchanges
or transfers pursuant to 
Section 5.3(c) of the Trust and Servicing Agreement)

 

Citibank,
N.A.
as Certificate Registrar

480
Washington Boulevard, 30th Floor

Jersey
City, New Jersey 07310

Attention:
Securities Window

 

		Re:

	Citigroup Commercial
Mortgage Trust 2020-555,
Commercial
Mortgage Pass-Through Certificates, Series 2020-555,
Class
[__]

	 




                                                                                                     
Reference
is hereby made to the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 Global 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 Global
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 Trust 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” (as defined in Regulation S);

 

 



 

*
    Select appropriate depository.

 



    Exhibit C-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 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 Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.

	 

	 

	 


	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:


	 


	 

	 

	Name:


	 

	 

	Title:


	 

	 

	 


	Dated: 

	 

	 

	 

	 




 

cc: 
Citigroup Commercial Mortgage Securities Inc.

 

 

 



 

**
   Insert one of these two provisions, which come from the definition of “offshore transaction”
in Regulation S.

 



    Exhibit C-2


     


    

 

EXHIBIT
D

 

FORM
OF TRANSFER CERTIFICATE
FOR RULE 144A GLOBAL CERTIFICATE 
TO REGULATION S GLOBAL CERTIFICATE

 

(Exchange
or transfers pursuant to 
Section 5.3(d) of the Trust and Servicing Agreement)

 

Citibank,
N.A.
as Certificate Registrar

480
Washington Boulevard, 30th Floor

Jersey
City, New Jersey 07310

Attention: 
Securities Window

 

		Re:

	Citigroup Commercial
Mortgage Trust 2020-555,
Commercial
Mortgage Pass-Through Certificates, Series 2020-555,
Class
[__]

	 




 
     

Reference
is hereby made to the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 Global 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 Global 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 Trust and Servicing Agreement and, with respect to
transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as
amended (the “Securities Act”), the Transferor does hereby certify that:

 

(1)       
the offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S),

 



    Exhibit D-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” (as defined
in Regulation S) 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” (as defined in 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 Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.

	 

	 

	 


	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:


	 


	 

	 

	Name:


	 

	 

	Title:


	 

	 

	 


	Dated: 

	 

	 

	 

	 




 

cc: 
Citigroup Commercial Mortgage Securities Inc.

 

 

 



 

*
    Insert one of these two provisions, which come from the definition of “offshore transaction”
in Regulation S.



    Exhibit D-2


     


    

 


EXHIBIT
E

 

FORM
OF TRANSFER CERTIFICATE
FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 
TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED
PERIOD

 

(Exchange
or transfers pursuant to 
Section 5.3(e) of the Trust and Servicing Agreement)

 

Citibank,
N.A.
as Certificate Registrar

480
Washington Boulevard, 30th Floor

Jersey
City, New Jersey 07310

Attention: 
Securities Window


 

		Re:

	Citigroup Commercial
Mortgage Trust 2020-555,
Commercial
Mortgage Pass-Through Certificates, Series 2020-555,
Class
[__]

	 




 
     

Reference
is hereby made to the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 Global 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 Global 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 are being exchanged or transferred
in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.

 

 



 

*
    Select appropriate depository.

 



    Exhibit E-1


     


    

 

We
understand that this certificate is required in connection with certain securities laws of the United States.  In connection
therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. 
This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.

	 

	 

	 


	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:


	 


	 

	 

	Name:


	 

	 

	Title:


	 

	 

	 


	Dated: 

	 

	 

	 

	 




 

cc:
Citigroup Commercial Mortgage Securities Inc.

 

 



    Exhibit E-2


     


    

 

EXHIBIT
F

 

FORM
OF CERTIFICATION TO BE GIVEN BY
BENEFICIAL OWNER OF TEMPORARY
REGULATION S GLOBAL CERTIFICATE

 

(Exchanges
pursuant to
Section 5.3(f) of the Trust and Servicing Agreement)

 

Citibank,
N.A.
as Certificate Registrar

480
Washington Boulevard, 30th Floor

Jersey
City, New Jersey 07310

Attention: 
Securities Window


 

		Re:

	Citigroup Commercial
Mortgage Trust 2020-555,
Commercial
Mortgage Pass-Through Certificates, Series 2020-555,
Class
[__]

	 




 

Reference
is hereby made to the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Trust and Servicing
Agreement.

 

[For
purposes of acquiring a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate
of the Class specified above issued under the Trust and Servicing Agreement certifies that it is not a “U.S. Person”
as defined by Regulation S under the Securities Act of 1933, as amended.

 

We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.

 

We
understand that this certificate is required in connection with certain securities laws of the United States.  In connection
therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding.  

 

 

 



 

 *
    Select, as applicable.

 



    Exhibit F-1


     


    

 

This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.


 

		Dated: 

	             

	 




 

		By:

	 

	 


	 

	 

	as,
or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.






    Exhibit F-2


     


    

 


EXHIBIT
G-1

 

FORM
OF TRANSFER CERTIFICATE 
FOR NON-BOOK ENTRY CERTIFICATE 
TO TEMPORARY REGULATION S GLOBAL CERTIFICATE

 

(Exchanges
or transfers pursuant to 
Section 5.3(g) of the Trust and Servicing Agreement)

 

Citibank,
N.A.
as Certificate Registrar

480
Washington Boulevard, 30th Floor

Jersey
City, New Jersey 07310

Attention: 
Securities Window


 

		Re:

	Citigroup Commercial
Mortgage Trust 2020-555,
Commercial
Mortgage Pass-Through Certificates, Series 2020-555,
Class
[__]

	 




 

Reference
is hereby made to the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 Global 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 Trust 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” (as defined in Regulation S);

 

 



 

*
    Select appropriate depository.

 



    Exhibit G-1-1


     


    

 

[(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” (as defined
in Regulation S) 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” (as defined in 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 Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.

	 

	 

	 


	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:


	 


	 

	 

	Name:


	 

	 

	Title:


	 

	 

	 


	Dated: 

	 

	 

	 

	 




 

cc:
Citigroup Commercial Mortgage Securities Inc.

 

 



 

 **
   Insert one of these two provisions, which come from the definition of “offshore transaction”
in Regulation S.

 



    Exhibit G-1-2


     


    

 

           
EXHIBIT G-2

 

FORM
OF TRANSFER CERTIFICATE 
FOR NON-BOOK ENTRY CERTIFICATE 
TO REGULATION S GLOBAL CERTIFICATE

 

(Exchange
or transfers pursuant to 
Section 5.3(g) of the Trust and Servicing Agreement)

 

Citibank,
N.A.
as Certificate Registrar

480
Washington Boulevard, 30th Floor

Jersey
City, New Jersey 07310

Attention: 
Securities Window

 

		Re:

	Citigroup Commercial
Mortgage Trust 2020-555,
Commercial
Mortgage Pass-Through Certificates, Series 2020-555,
Class
[__]

	 




 

Reference
is hereby made to the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 Global 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 Trust and Servicing Agreement and, with respect to
transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as
amended (the “Securities Act”), the Transferor does hereby certify that:

 

(1)       
the offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S),

 

 



    Exhibit G-2-1


     


    

 

[(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” (as defined
in Regulation S) 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” (as defined in 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 Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.

	 

	 

	 


	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:


	 


	 

	 

	Name:


	 

	 

	Title:


	 

	 

	 


	Dated: 

	 

	 

	 

	 




 
cc: 
Citigroup Commercial Mortgage Securities Inc.



 

 



 *
   Insert one of these two provisions, which come from the definition of “offshore transaction”
in Regulation S.

 




    Exhibit G-2-2


     


    

EXHIBIT
G-3

 

FORM
OF TRANSFER CERTIFICATE
FOR NON-BOOK ENTRY CERTIFICATE 
TO RULE 144A GLOBAL CERTIFICATE

 

(Exchange
or transfers pursuant to 
Section 5.3(g) of the Trust and Servicing Agreement)

 

Citibank,
N.A.
as Certificate Registrar

480
Washington Boulevard, 30th Floor

Jersey
City, New Jersey 07310

Attention:
Securities Window

 

		Re:

	Citigroup Commercial
Mortgage Trust 2020-555,
Commercial
Mortgage Pass-Through Certificates, Series 2020-555,
Class
[__]

	 




 

Reference
is hereby made to the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator.  Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 Global Certificate of such Class (CUSIP No. [______]).

 

In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities
Act of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is
purchasing the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole
investment discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning
of Rule 144A in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable
securities laws of any state of the United States or other applicable jurisdiction.

 

We
understand that this certificate is required in connection with certain securities laws of the United States.  In connection
therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or
would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. 

 

 



    Exhibit G-3-1


     


    

 

This
certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Initial Purchasers,
the Trustee, the Certificate Administrator, the Servicer and the Special Servicer.

	 

	 

	 


	 

	[Insert
Name of Transferor]


	 

	 

	 


	 

	By:


	 


	 

	 

	Name:


	 

	 

	Title:


	 

	 

	 


	Dated: 

	 

	 

	 

	 




 

cc:
Citigroup Commercial Mortgage Securities Inc.

 

 



    Exhibit G-3-2


     


    

 

EXHIBIT
H-1

 

FORM
OF TRANSFEROR CERTIFICATION FOR
TRANSFERS OF DEFINITIVE CERTIFICATES

 

Citibank,
N.A.
as Certificate Registrar

480
Washington Boulevard, 30th Floor

Jersey
City, New Jersey 07310

Attention: 
Securities Window

 

		Re:

	Citigroup Commercial
Mortgage Trust 2020-555,
Commercial
Mortgage Pass-Through Certificates, Series 2020-555,
Class
[__]





Ladies
and Gentlemen:

 

This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of a Class [___] Certificate [having an
initial Certificate Balance or Notional Amount as of [________] (the “Settlement Date”) of $[__________]][evidencing
a [__]% Percentage Interest in such Class] (the “Transferred Certificate”).  The Certificates,
including the Transferred Certificate, were issued pursuant to the Trust and Servicing Agreement, dated as of March 6, 2020 (the
“Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage
Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special
Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.  All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement. 

 

The
Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:

 

(1)       
The Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any
and all claims and encumbrances whatsoever.

 

(2)       
Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed
of any Certificate, any interest in any Certificate or any other similar security to any person in any manner, (b) solicited
any offer to buy or accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any
other similar security from any person in any manner, (c) otherwise approached or negotiated with respect to any Certificate,
any interest in any Certificate or any other similar security with any person in any manner, (d) made any general solicitation
by means of general advertising or in any other manner, or (e) taken any other action, which (in the case of any of the acts described
in clauses (a) through (e) hereof) would constitute a distribution of any Certificate under the Securities Act of 1933, as
amended (the “Securities Act”), or would render the disposition of any Certificate a violation of Section
5 of the Securities Act or any state securities laws, or would

 



    Exhibit H-1-1


     


    

 

require
registration or qualification of any Certificate, or any offer or sale thereof, pursuant to the Securities Act or any state securities
laws.


 

	 

	Very
truly yours,


	 

	 


	 

	 

	(Transferor)


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:




 



    Exhibit H-1-2


     


    

 


 EXHIBIT
H-2

 

FORM
OF INVESTMENT REPRESENTATION LETTER FOR TRANSFERS OF 
DEFINITIVE CERTIFICATES

 

Citibank,
N.A.
as Certificate Registrar

480
Washington Boulevard, 30th Floor

Jersey
City, New Jersey 07310

Attention: 
Securities Window

 

Citigroup
Commercial Mortgage Securities Inc.

388
Greenwich Street, 6th Floor

New
York, New York 10013

Attention:
Richard Simpson

 

		Re:

	Citigroup Commercial
Mortgage Trust 2020-555,
Commercial
Mortgage Pass-Through Certificates, Series 2020-555,
Class
[__]

	 




 

Ladies
and Gentlemen:

 

This
letter is delivered to you pursuant to Section 5.3(i) of the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust
and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association,
as Trustee, and Citibank, N.A., as Certificate Administrator, in connection with the transfer by [_______] (the “Seller”)
to the undersigned (the “Purchaser”) of [$[______] aggregate] [Certificate Principal Amount] [Notional Amount]
[of] Class [__] Certificates [representing a [__]% Percentage Interest in the related Class], in certificated fully registered
form (such registered interest, the “Transferred Certificate”).   Capitalized terms used but not
defined herein shall have the meanings ascribed thereto in the Trust and Servicing Agreement. 

 

In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:

 

1.        
The Purchaser is an “institutional accredited investor” (an “Institutional Accredited Investor”)
(i.e., an entity meeting, or in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation
D promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and has such knowledge
and experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the
Transferred Certificate, and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic
risk of our or its investment. The Purchaser is acquiring the Transferred Certificate for its own account or for one or more accounts
(each of which is an Institutional Accredited Investor) as to each of which the 

 

 



    Exhibit H-2-1


     


    

 

Purchaser
exercises sole investment discretion.  [FOR TRANSFERS OF CLASS R CERTIFICATES: Furthermore, the Purchaser and any such account
are each a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and Annex 2.] The Purchaser hereby undertakes to reimburse
the Trust for any costs incurred by it in connection with this transfer.

 

2.        
The Purchaser’s intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account
or (b) for resale to [(i)] “qualified institutional buyers” in transactions complying with Rule 144A[, FOR TRANSFERS
OF ANY CERTIFICATES OTHER THAN CLASS R:  or (ii) Institutional Accredited Investors under the Securities Act, pursuant to
any other exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (a) the
receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar
of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act, (c) 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 (including
applicable state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs incurred
by it in connection with the proposed transfer].  It understands that the Transferred Certificate (and any subsequent Non-Book
Entry Certificate) has 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 resell to only certain investors in certain exempted transactions) as expressed herein.

 

3.        
The Purchaser acknowledges that the Transferred Certificate (and any Certificate issued on transfer or exchange thereof) has not
been registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that
the Transferred Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified
thereunder or unless an exemption from such registration or qualification is available.

 

4.        
The Purchaser has reviewed the applicable Offering Circular dated February 21, 2020 relating to the  Certificates (the “Offering
Circular”) 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 Offering Circular.

 

5.        
The Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as
an owner of a Non-Book Entry 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.

 



    Exhibit H-2-2


     


    

 

6.        
The Purchaser will not sell or otherwise transfer any portion of the Transferred Certificate, except in compliance with Section
5.3 of the Trust and Servicing Agreement.

 

7.        
Check one of the following:

 

☐ 
      The Purchaser is a “U.S. Tax Person” 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 Administrator (or its agent) with respect to Distributions to be made
on the Transferred Certificate(s).  The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as
applicable (or successor form), which identifies such Purchaser as the beneficial owner of the Transferred Certificate(s) and
states that such Purchaser is not a U.S. Person, (ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachment)
or (iii) two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser as the beneficial
owner of the Transferred Certificate(s) and state that interest and original issue discount on the Transferred Certificate(s)
is, or is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate
Administrator an updated IRS Form W-8BEN, IRS Form W-8 BEN-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 Administrator 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 Administrator.

 

For
the purposes of this paragraph 7, “U.S. Tax Person” means (i) a citizen or resident alien of the United States,
(ii) a corporation, partnership (except as provided in applicable Treasury regulations) or other entity created or organized in
or under the laws of the United States, any State or the District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, (iii) an estate whose income is subject to United States federal income tax regardless
of the source of its income, (iv) 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 a U.S. Tax Person) and (v) any other Person that is disregarded as separate from its owner for U.S.
federal income tax purposes and whose owner is described in clauses (i) through (iv) above.

 

Please
make all payments due on the Transferred Certificates:**

 

(a)          
by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:

 

	 

	Account
number:

	 

	 




 

	 

	Institution:

	 

	 




 

 

 



 

 **   
Please select (a) or (b).

 



    Exhibit H-2-3


     


    

 

(b)          
by mailing a check or draft to the following address:

 

	 

	 

	 






	 

	 

	 






	 

	 

	 




  

	 

	The
mailing address of the Purchaser is:

	 






	 

	 

	 




 

	 

	Very
truly yours,


	 

	 


	 

	[Insert
Name of Purchaser]


	 

	 

	 


	 

	By:

	 


	 

	 

	Name:


	 

	 

	Title:


	 

	 

	 


	 

	Dated:
________________, 20__






    Exhibit H-2-4


     


    

  


ANNEX
1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for
Purchasers other than Registered Investment Companies]


 


The
undersigned hereby certifies as follows to [name of Seller] (the “Seller”) and Citibank, N.A., as Certificate
Registrar, with respect to the commercial mortgage pass-through certificate being transferred (the “Transferred Certificate”)
as described in the Investment Representation Letter to which this certification relates and to which this certification is an
Annex:


 


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”).


 


2.       The
Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933,
as amended (“Rule 144A”) because (i) the Purchaser owned and/or invested on a discretionary basis $______________________1
in securities (other than the excluded securities referred to below) as of [specific date since the close of the
Purchaser’s most recent fiscal year][the end of the Purchaser’s most recent fiscal year] (such amount being calculated
in accordance with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.


 


		___	Corporation,
                                         etc. The Purchaser is a corporation (other than a bank, savings and loan association
                                         or similar institution), Massachusetts or similar business trust, partnership, or any
                                         organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
                                         amended.



 


		___	Bank.
                                         The Purchaser (a) is a national bank or a banking institution organized under the
                                         laws of any State, U.S. territory or the District of Columbia, the business of which
                                         is substantially confined to banking and is supervised by the State or territorial banking
                                         commission or similar official or is a foreign bank or equivalent institution, and (b) has
                                         an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial
                                         statements, a copy of which is attached hereto, as of a date not more than 16 months
                                         preceding the date of sale of the Transferred Certificate in the case of a U.S. bank,
                                         and not more than 18 months preceding such date of sale for a foreign bank or equivalent
                                         institution.



 


		___	Savings
                                         and Loan. The Purchaser (a) is a savings and loan association, building and
                                         loan association, cooperative bank, homestead association or similar institution, which
                                         is supervised and examined by a State or Federal authority having supervision over any
                                         such institutions or is a foreign savings and loan association or equivalent institution
                                         and (b) has an



 


 






		1	Purchaser
                                         must own and/or invest on a discretionary basis at least $100,000,000 in securities unless
                                         Purchaser is a dealer, and, in that case, Purchaser must own and/or invest on a discretionary
                                         basis at least $10,000,000 in securities.



 






    Exhibit H-2-Annex 1-1


     


    

 





			audited
                                         net worth of at least $25,000,000 as demonstrated in its latest annual financial statements,
                                         a copy of which is attached hereto, as of a date not more than 16 months preceding the
                                         date of sale of the Transferred Certificate in the case of a U.S. savings and loan association,
                                         and not more than 18 months preceding such date of sale for a foreign savings and loan
                                         association or equivalent institution.


 


		___	Broker-dealer.
                                         The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange
                                         Act of 1934, as amended.



 


		___	Insurance
                                         Company. The Purchaser is an insurance company whose primary and predominant business
                                         activity is the writing of insurance or the reinsuring of risks underwritten by insurance
                                         companies and which is subject to supervision by the insurance commissioner or a similar
                                         official or agency of a State, U.S. territory or the District of Columbia.



 


		___	State
                                         or Local Plan. The Purchaser is a plan established and maintained by a State, its
                                         political subdivisions, or any agency or instrumentality of the State or its political
                                         subdivisions, for the benefit of its employees.



 


		___	ERISA
                                         Plan. The Purchaser is an employee benefit plan within the meaning of Title I of
                                         the Employee Retirement Income Security Act of 1974, as amended.



 


		___	Investment
                                         Advisor. The Purchaser is an investment advisor registered under the Investment Advisers
                                         Act of 1940, as amended.



 


		___	Other.
                                         (Please supply a brief description of the entity and a cross-reference to the paragraph
                                         and subparagraph under subsection (a) (1) of Rule 144A pursuant to which it
                                         qualifies. Note that registered investment companies should complete Annex 2 rather
                                         than this Annex 1.)
	 	 	 
	 	 	 
	 	 	 



  


3.       The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser,
(ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned
but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser did not include any of the
securities referred to in this paragraph.


 






    Exhibit H-2-Annex 1-2


     


    

 


4.       For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the
Purchaser used the cost of such securities to the Purchaser, unless the Purchaser reports its securities holdings in its financial
statements on the basis of their market value, and no current information with respect to the cost of those securities has been
published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Purchaser may
have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser
in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Purchaser’s direction. However, such securities were not included if the Purchaser is
a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.


 


5.       The
Purchaser acknowledges that it is familiar with Rule 144A and understands that the Seller and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may
be in reliance on Rule 144A.


 





	___	___	Will
    the Purchaser be purchasing the Transferred Certificate
	Yes	No	only for the
    Purchaser’s own account


 


6.       If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser
through one or more of the appropriate methods contemplated by Rule 144A.


 


7.       The
Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation
of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided
above, the Purchaser agrees that it will furnish to such parties any updated annual financial statements that become available
on or before the date of such purchase, promptly after they become available.


 


8.       Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Trust and Servicing Agreement pursuant
to which the Transferred Certificate was issued.











	 	 
	 	Print Name of
    Purchaser



 


	 	By:	 






	 	Name:	 






	 	Title:	 


	 	Date:	 







   






    Exhibit H-2-Annex 1-3


     


    


 





ANNEX
2



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for Purchasers that are Registered Investment
Companies]


 


The undersigned hereby certifies as follows
to [name of Seller] (the “Seller”) and Citibank, N.A., as Certificate Registrar, with respect to the mortgage
pass-through certificate being transferred (the “Transferred Certificate”) as described in the Investment Representation
Letter to which this certification relates and to which this certification is an Annex:


 


1.            As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”) or, if the Purchaser is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)
because the Purchaser is part of a Family of Investment Companies (as defined below), is an executive officer of the investment
adviser (the “Adviser”).


 


2.            The
Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment company
registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone owned and/or invested
on a discretionary basis, or the Purchaser’s Family of Investment Companies owned, at least $100,000,000 in securities (other
than the excluded securities referred to below) as of [specific date since the close of the Purchaser’s most recent fiscal
year][the end of the Purchaser’s most recent fiscal year]. For purposes of determining the amount of securities owned by
the Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used, unless the Purchaser
or any member of the Purchaser’s Family of Investment Companies, as the case may be, reports its securities holdings in its
financial statements on the basis of their market value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at market.


 


		____	The Purchaser owned and/or invested on a discretionary basis $___________________ in securities (other than the excluded securities
referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being calculated in accordance with
Rule 144A).



 


		____	The Purchaser is part of a Family of Investment Companies which owned in the aggregate $______________ in securities (other
than the excluded securities referred to below) as of the end of the Purchaser’s most recent fiscal year (such amount being
calculated in accordance with Rule 144A).



 


3.            The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series thereof)
that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries
of the same parent or because one investment adviser is a majority owned subsidiary of the other).


 


4.            The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser
or are part of the Purchaser’s Family of Investment


 






    Exhibit H-2-Annex 2-1


     


    

 


Companies, (ii) bank deposit notes and certificates of deposit, (iii)
loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned and/or invested on a discretionary
basis by the Purchaser, or owned by the Purchaser’s Family of Investment Companies, the securities referred to in this paragraph
were excluded.


 


5.            The
Purchaser is familiar with Rule 144A and understands that the parties to which this certification is being made are relying and
will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A.


 





	___	___	Will
    the Purchaser be purchasing the Transferred Certificate only
    for the Purchaser’s own account
	Yes	No


 


6.            If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser
through one or more of the appropriate methods contemplated by Rule 144A.


 


7.            The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification
by the undersigned as of the date of such purchase.


 


8.            Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Trust and Servicing Agreement pursuant to
which the Transferred Certificate was issued.











	 	 
	 	Print
    Name of Purchaser or Adviser



 


	 	By:	 






	 	Name:	 






	 	Title:	 







   


IF
AN ADVISER:



	 	 
	Print
    Name of Purchaser	 


 


Date: 





 




    Exhibit H-2-Annex 2-2


     


    

 


EXHIBIT
H-3


 


FORM
OF TRANSFEREE Certificate for Transfer of

CLASS VRR CERTIFICATES 


 


[Date]


  


	
        Citi Real Estate Funding Inc. 

        388 Greenwich Street, 6th Floor 

        New York, New York 10013 

        Attention: Richard Simpson 

        Fax number: (646) 328-2943

          

        with a copy to: 

         

        Citi Real Estate Funding Inc. 

        390 Greenwich Street, 5th Floor 

        New York, New York 10013 

        Attention: Raul Orozco 

        Fax number: (347) 394-0898

         

        with a copy to:

         

        Citi Real Estate Funding Inc. 

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor 

        Fax number: (646) 862-8988

         

        with electronic copies e-mailed to:

         

        Richard
Simpson at richard.simpson@citi.com 

        and 

        Ryan
M. O’Connor at

        ryan.m.oconnor@citi.com
	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 6th Floor 

        New York, New York 10013 

        Attention: Richard Simpson 

        Fax number: (646) 328-2943

         

        with a copy to:

          

        Citigroup Commercial Mortgage Securities Inc. 

        390 Greenwich Street, 5th Floor 

        New York, New York 10013 

        Attention: Raul Orozco 

        Fax number: (347) 394-0898

         

        with a copy to:

         

        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor 

        Fax number: (646) 862-8988

         

        with electronic copies e-mailed to: 

         

        Richard Simpson at richard.simpson@citi.com 

        and 

        Ryan M. O’Connor at 

        ryan.m.oconnor@citi.com

	 	 
	
        Citibank, N.A., 

        as Certificate Registrar 

        480
Washington Boulevard, 30th Floor 

Jersey City, New Jersey 07310 

Attention: Securities Window
	 


 






    Exhibit H-3-1


     


    

 


		Re:	Citigroup Commercial Mortgage Trust
                                         2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555 (the “Certificates”)
                                         issued pursuant to the Trust and Servicing Agreement, dated as of March 6, 2020 (the
                                         “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as Servicer and as Special Servicer, Citibank, N.A., as Certificate Administrator, and
                                         Wilmington Trust, National Association, as Trustee 



 


Ladies and Gentlemen:


 


[_____] (the “Purchaser”)
hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar, Retaining
Sponsor and Depositor, that:


 


		1.	The Purchaser is acquiring from [__________] (the “Transferor”) $[_____] principal
balance of the Class VRR Certificates (the “Transferred Interest”).



 


		2.	The Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate
Registrar will not register any transfer of the Transferred Interest by the Purchaser unless the transferee, or such transferee’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 any ERISA Restricted Certificate constituting a portion of the Transferred Interest, (a) all of the conditions of Parts I and
III of PTCE 95-60 will be satisfied with respect to the acquisition of such ERISA Restricted Certificate and (b) the acquisition
of such ERISA Restricted Certificate will be effected through Citigroup Global Markets Inc. or an affiliate thereof.



 


		4.	Check one of the following:



 


☐            The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


 


		A.	The Purchaser is a “majority-owned affiliate”, as such term is defined in the U.S.
Credit Risk Retention Rules, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The Purchaser is not acquiring the Transferred 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 Transferred Interest, it
will remain a Majority-Owned Affiliate.



 






    Exhibit H-3-2


     


    

 


		C.	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 its ownership of the Transferred Interest will satisfy
the risk retention requirements of the Transferor, in its capacity as [the retaining sponsor][an originator] under the U.S. Credit
Risk Retention Rules.



 


☐            The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor
and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction Period.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust 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__.


 





	 	[PURCHASER]	
	 	 
	 	By:	 
	 	 	Name:

Title:


 


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 


	[APPLICABLE RETAINING PARTY]	 
	 	 
	By:	 	 
	 	Name:

Title:	 


 


[Medallion
Stamp Guarantee]


 






    Exhibit H-3-3


     


    

 





	[CITI REAL ESTATE FUNDING INC.]1	 
	 	 
	By:	 	 
	 	Name:

Title:	 


 





	CITIGROUP COMMERCIAL MORTGAGE SECURITIES
    INC.	 
	 	 
	By:	 	 
	 	Name:

    Title:	 


      


 



 


1 Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party





 




    Exhibit H-3-4


     


    

 


EXHIBIT
H-4


 


FORM
OF TRANSFEROR Certificate for Transfer of

CLASS VRR CERTIFICATES


 


[Date]


 


	
        Citi Real Estate Funding Inc. 

        388 Greenwich Street, 6th Floor 

        New York, New York 10013 

        Attention: Richard Simpson 

        Fax number: (646) 328-2943

         

        with a copy to:

         

        Citi Real Estate Funding Inc. 

        390 Greenwich Street, 5th Floor 

        New York, New York 10013 

        Attention: Raul Orozco 

        Fax number: (347) 394-0898

         

        with a copy to: 

         

        Citi Real Estate Funding Inc.

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor 

        Fax number: (646) 862-8988

          

        with electronic copies e-mailed to:

          

        Richard
Simpson at richard.simpson@citi.com 

        and 

        Ryan
M. O’Connor at 

        ryan.m.oconnor@citi.com
	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 6th Floor 

        New York, New York 10013 

        Attention: Richard Simpson 

        Fax number: (646) 328-2943 

         

        with a copy to: 

         

        Citigroup Commercial Mortgage Securities Inc. 

        390 Greenwich Street, 5th Floor 

        New York, New York 10013 

        Attention: Raul Orozco 

        Fax number: (347) 394-0898

         

        with a copy to:

         

        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor 

        Fax number: (646) 862-8988

         

        with electronic copies e-mailed to: 

         

        Richard Simpson at richard.simpson@citi.com 

        and 

        Ryan M. O’Connor at

        ryan.m.oconnor@citi.com 

	 	 
	
        Citibank, N.A., 

        as Certificate Registrar

        480
Washington Boulevard, 30th Floor 

Jersey City, New Jersey 07310 

Attention: Securities Window
	 


 






    Exhibit H-4-1


     


    

  





		Re:	Citigroup Commercial Mortgage
Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555 (the “Certificates”)


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] principal
balance of the Class VRR Certificates (the “Transferred Interest”):


 


The Certificates were
issued pursuant to the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer and as Special Servicer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The transfer is in compliance with Sections 5.2 and 5.3 of the Trust and Servicing Agreement.



 


		2.	Check one of the following:



 


		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and
that:



 


		A.	The Transferee is a “majority-owned affiliate”, as such term is defined in the U.S.
Credit Risk Retention Rules, of the Transferor.



 


		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Retaining Sponsor and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction
Period.



 


		3.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Trust and Servicing Agreement as Exhibit H-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__.


 






    Exhibit H-4-2


     


    

 





	 	 	[TRANSFEROR]
	 	 
	 	By:	 
	 	 	Name:

Title:


 


The foregoing certificate is hereby confirmed,
and the transfer is accepted, as of the date first above written:


 








	[APPLICABLE RETAINING PARTY]1	 
	 	 
	By:	 	 
	 	Name:

Title:	 


  


[Medallion
Stamp Guarantee] 


 





	[CITI REAL ESTATE FUNDING INC.]2	 
	 	 
	By:	 	 
	 	Name:

Title:	 


   





	CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.	 
	 	 
	By:	 	 



 





 



 


1
Signature of applicable Retaining Party is required if the applicable Retaining Party is different than the Transferor


 


2
Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the Transferor and the applicable Retaining
Party



 






    Exhibit H-4-3


     


    

 





	 	Name:

Title:	 


 






    Exhibit H-4-4


     


    

 


EXHIBIT
H-5


 


[Reserved]


  




    Exhibit H-5-1


     


    

 


EXHIBIT
H-6 


 


[reserved]


 




    Exhibit H-6-1


     


    

 


EXHIBIT
I-1


 


FORM OF AFFIDAVIT PURSUANT
TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Citibank, N.A.

as Certificate Registrar 


480 Washington
Boulevard, 30th Floor 


Jersey
City, New Jersey 07310 


Attention: Securities Window


 


		Re:	Citigroup
Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555 (the “Certificates”)
issued pursuant to the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”),
by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate
Administrator.



 





	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: (a) the United States, a State, or any agency or
instrumentality of any of the foregoing (other than an instrumentality that 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 any
such governmental unit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing,
(c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section


 






    Exhibit I-1-1


     


    

 


511 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), (d) rural electric and
telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any other person so designated by the Certificate Administrator
based upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such person may cause the Upper Tier
REMIC or the Lower Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United
States,” “State” and “International Organization” 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 (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 U.S. Tax 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.


 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but
the tax rate in Section 55(b)(1)(B) of the Code (as in effect for tax years beginning on or before December 31, 2017) may be used
in lieu of the highest 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.


 






    Exhibit I-1-2


     


    

 


☐            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 U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of U.S. Treasury Regulations Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and U.S. 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 transfer the Class
R Certificates to any Person that does not provide such affidavit and agreement or as to which the Purchaser 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.


 


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


 






    Exhibit I-1-3


     


    

 


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 5.3 of the Trust 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 (a) to the designation of the Certificate Administrator as the “partnership representative” within
the meaning of Code Section 6223 of each Trust REMIC pursuant to Section 12.1 of the Trust and Servicing Agreement and (b) to the
Certificate Administrator making any elections allowed to avoid (i) the application of Code Section 6221 to the Trust REMIC and
(ii) payment by the Trust REMIC under Code Section 6225 of any tax, penalty, interest or other amount imposed under the Code that
would otherwise be imposed on the holders of the Class R Certificates.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 






    Exhibit I-1-4


     


    

  


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:


 


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 I-1-5


     


    

 


EXHIBIT
I-2


 


FORM OF TRANSFEROR LETTER
FOR TRANSFER OF CLASS R CERTIFICATES


 


[Date]


 


Citibank, N.A.

as Certificate Registrar 


480 Washington
Boulevard, 30th Floor 


Jersey
City, New Jersey 07310 


Attention:
Securities Window


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2020-555,

                                         Commercial Mortgage Pass-Through Certificates, Series 2020-555,

                                         Class R 



 


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 Trust and Servicing
Agreement, dated as of March 6, 2020 (the “Trust and Servicing
Agreement”), by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee,
and Citibank, N.A., as Certificate Administrator. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Trust and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, that:


 


(1)            The
Transferor is the lawful owner of the Residual Certificates with the full right to transfer such Certificate free from any and
all claims and encumbrances whatsoever.


 


(2)            In
connection with such request, and in respect of such Residual Certificates, the Transferor does hereby certify that such Residual
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 Residual 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.


 


(3)            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.


 






    Exhibit I-2-1


     


    

 


(4)            The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit in the form attached to the Trust and Servicing
Agreement as Exhibit I-1. The Transferor has no actual knowledge that the Transferee is not a Permitted Transferee and has no actual
knowledge or reason to know that the Transferee’s representations in clause (9) of such Transferee Affidavit are false.


 


(5)            The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be 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 I-2-2


     


    

 


EXHIBIT
J


 


FORM OF ERISA REPRESENTATION
LETTER


 


[Date]


 


Citibank, N.A.,

as Certificate Registrar 


480 Washington
Boulevard, 30th Floor 


Jersey
City, New Jersey 07310 


Attention: Securities Window


 


Citibank, N.A.,

as Certificate Administrator 


388 Greenwich
Street 


New York,
New York 10013 


Attention: Global Transaction Services – CGCMT 2020-555


 


[Transferor] 


[______] 


[______] 


Attention: [______]


 


		Re:	Citigroup Commercial
                                         Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555 



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$[__] initial [principal][notional] amount of] [[__]% percentage interest
in] the Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555, Class [VRR]
[F] [G] [R] Certificates (the “Class [VRR] [F] [G] [R] Certificates”) issued pursuant to that certain Trust
and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), by and among Citigroup
Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer
and as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.
Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust and Servicing
Agreement.


 


[FOR TRANSFERS OF CLASS
R CERTIFICATES OR, UNLESS THEY HAVE BECOME ERISA RESTRICTED CERTIFICATES, CLASS VRR CERTIFICATES: In connection with such transfer,
the undersigned hereby represents and warrants to you that, with respect to the Class [VRR][R] Certificates, the Purchaser is not
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 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) of other plan that is subject to any federal, state or local law
that is, to a material extent, similar


 






    Exhibit J-1


     


    

 


to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) (each,
a “Plan”), or any person acting on behalf of any such plan or using the assets of a Plan to purchase such Class
[R] [VRR] Certificates.]


 


 [FOR TRANSFERS
OF ERISA RESTRICTED CERTIFICATES: In connection with such transfer, the undersigned hereby represents and warrants to you that,
with respect to the Class [F] [G] [VRR]1
Certificates, the Purchaser is not 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 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 Section 406 of ERISA or Section
4975 of the Code (“Similar Law”) (each, a “Plan”), or any person acting on behalf of any
such plan or using the assets of a Plan to purchase such Class [F] [G] [VRR]1 Certificates, unless: (i) (1) the Purchaser
is an insurance company, (2) the source of funds used to acquire or hold the Class [F] [G] [VRR]1 Certificates or interest
therein is an “insurance company general account,” as such term is defined in Prohibited Transaction Class Exemption
(“PTCE”) 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied; or (ii) the
Purchaser is a plan subject to Similar Law and the acquisition, holding or disposition of the Class [F] [G] [VRR]1 Certificates
by the Purchaser will not constitute or result in a non-exempt violation of Similar Law.]


 


[FOR TRANSFERS OF CLASS
R CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified institutional buyer”
within the meaning of Rule 144A under the Securities Act of 1933, as amended.] 


 


IN WITNESS WHEREOF, the
Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.


 








	 	Very truly yours,
	 	 	 
	 	[The Purchaser]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:



 





 



 


1
If subject Class VRR Certificates are ERISA Restricted Certificates.


 






    Exhibit J-2


     


    

 


EXHIBIT
K-1


 


FORM OF INVESTOR CERTIFICATION
- ACCESS TO INFORMATION


 


[Date]


 


Citibank, N.A. 


388 Greenwich
Street 


New York,
New York 10013 


Attention: Global Transaction Services – CGCMT 2020-555


  


		Attention:	Citigroup Commercial
                                         Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555



 


In accordance with
the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as
Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect
to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned is [a [Certificateholder][Beneficial Owner][prospective purchaser] of the Class [__] Certificates][the Risk Retention
Consultation Party][the Controlling Class Representative].


 


2.            The
undersigned is not (i) a Borrower Restricted Party, (ii) an affiliate of a Borrower Restricted Party or (iii) an agent of
one or more of the foregoing individuals or entities.


 


3.            The
undersigned is requesting access pursuant to the 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 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 Certificate Administrator, 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. 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.


 


4.            The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, and the Trust Fund for any loss,
liability or expense


 






    Exhibit K-1-1


     


    

 


incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5. The undersigned
agrees to promptly notify the Servicer, the Special Servicer, the Certificate Administrator and the Trustee by delivery thereto
of a certification substantially in the form of Exhibit K-3 to the Agreement if the undersigned becomes a Borrower Restricted Party,
an affiliate of a Borrower Restricted Party or an agent of one or more of the foregoing individuals or entities.


 


6.            The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


7.            Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    Exhibit K-1-2


     


    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 


	 	 	 
	 	[CERTIFICATEHOLDER] [BENEFICIAL
OWNER] [PROSPECTIVE PURCHASER][RISK RETENTION CONSULTATION PARTY][CONTROLLING CLASS REPRESENTATIVE]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





  



    Exhibit K-1-3


     


    

 


EXHIBIT
K-2


 


FORM OF INVESTOR CERTIFICATION
-

ACCESS SOLELY TO DISTRIBUTION DATE STATEMENTS


 


[Date]


 


Citibank, N.A. 


388 Greenwich
Street 


New York,
New York 10013 


Attention: Global Transaction Services – CGCMT 2020-555 


 


		Attention:	Citigroup Commercial
                                         Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555



 


In accordance with
the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as
Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect
to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned is [a [Certificateholder][Beneficial Owner][prospective purchaser] of the Class [__] Certificates] [the Risk Retention
Consultation Party] [the Controlling Class Representative].


 


2.            The
undersigned is (i) a Borrower Restricted Party, (ii) an affiliate of a Borrower Restricted Party or (iii) an agent of one or more
of the foregoing individuals or entities.


 


3.            The
undersigned is requesting access solely to the Distribution Date Statement (the “Information”) and agrees to
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 Certificate
Administrator, 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. 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.


 


4.            The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer 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 K-2-1


     


    

 


5.             The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.            Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    Exhibit K-2-2


     


    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


	 	 	 
	 	[CERTIFICATEHOLDER] [BENEFICIAL
OWNER] [PROSPECTIVE PURCHASER] [RISK RETENTION CONSULTATION PARTY] [CONTROLLING CLASS REPRESENTATIVE]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 






    Exhibit K-2-3


     


    

 


EXHIBIT
K-3


 


FORM OF INVESTOR CERTIFICATION
– VOTING AND OTHER RIGHTS


 


[Date]


 


Citibank,
N.A. 


388 Greenwich
Street 


New York,
New York 10013 


Attention: Global Transaction Services – CGCMT 2020-555


 


[Midland Loan Services, a
Division of PNC Bank, National Association, as Servicer and as Special Servicer 


10851 Mastin Street, Suite 700 


Overland Park, Kansas 66210 


Attention: Executive Vice President – Division Head]1 


 


[Wilmington Trust, National Association, as Trustee 


1100 North Market Street 


Wilmington, Delaware 19890 


Attention: CMBS Trustee – CGCMT 2020-555]2


  


		Attention:	Citigroup Commercial
                                         Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555



 


In accordance with
the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as
Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect
to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned [is a [Certificateholder][Beneficial Owner] of the Class [__] Certificates] [[is] [has been designated to become] the
Controlling Class Representative].


 


2.            [FOR
EXERCISE OF VOTING AND OTHER RIGHTS: The undersigned [[intends to exercise] [is prohibited from exercising]] [[Voting Rights] [rights
as a Holder or Beneficial Owner of the Controlling Class of Certificates]] under the Agreement [or, if the undersigned is not a
U.S. Person, the undersigned has irrevocably appointed [______], a U.S. Person, to vote on its behalf, and to have full discretion
as to such vote,] and the undersigned (please check each of the following that is applicable):


 





 



 





1
Include for certifications of the Controlling Class Representative pursuant to Section 9.1 of the Agreement.


 


2
Include for certifications of the Controlling Class Representative pursuant to Section 9.1 of the Agreement.



 






    Exhibit K-3-1


     


    

 


		___	is not either (1) the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator or any of their sub-servicers or respective Affiliates or (2) a Borrower Restricted Party.



  


		___	is the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of their
sub-servicers or an Affiliate of one of the foregoing (in which case the undersigned is prohibited from exercising Voting Rights
or, if applicable, any other rights as a Holder or Beneficial Owner of the Controlling Class of Certificates, other than as expressly
authorized in the definition of “Certificateholder”).



  


		___	is a Borrower Restricted Party (in which case the undersigned is prohibited from exercising Voting
Rights or, if applicable, any other rights as a Holder or Beneficial Owner of the Controlling Class of Certificates).]



 


2.            [for
controlling class representative: The undersigned [is not a Borrower Restricted Party] [has become a Borrower Restricted
Party and is required to resign as Controlling Class Representative in accordance with Section 9.1 of the Agreement].]


 


2.            [notice
that controlling class representative is a borrower restricted party: The undersigned is a [Holder] [Beneficial Owner] of
Certificates of the Controlling Class and has gained actual knowledge that [specify name
of applicable individual or entity], the acting Controlling Class Representative, is a Borrower Restricted Party.]1


 


3.            The
undersigned agrees that, if it has not otherwise identified itself as a Borrower Restricted Party, then it shall promptly notify
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee by delivery of a certification substantially
in the form of Exhibit K-3 to the Agreement if the undersigned becomes a Borrower Restricted Party. Furthermore, if the undersigned
is a Holder or Beneficial Owner of Certificates of the Controlling Class, and if the undersigned gains actual knowledge that the
Controlling Class Representative is a Borrower Restricted Party, then it shall promptly so notify the Servicer, the Special Servicer,
the Certificate Administrator and the Trustee by delivery of a certification substantially in the form of Exhibit K-3 to the Agreement.


 


4.            The
undersigned shall be fully liable for any breach of this certificate by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Certificate
Administrator, the Trustee, the Servicer, the Special Servicer 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. 


 





 



 


1
Paragraphs 3, 4 and 5 may be omitted if the sole purpose of this certification is to provide this notice.


 






    Exhibit K-3-2


     


    

 



5.            The
undersigned agrees that each time it exercises any Voting Rights or other rights as a Certificateholder, a Beneficial Owner of
Certificates or a Controlling Class Representative under the Agreement, the undersigned is deemed to have recertified that the
representations and covenants contained herein remain true and correct.


 


6.            [FOR
CONTROLLING CLASS REPRESENTATIVE: Any notice to the Controlling Class Representative shall be directed to [______].]


 


7.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    Exhibit K-3-3


     


    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 


	 	 	 
	 	[CERTIFICATEHOLDER] [BENEFICIAL
OWNER] [PROSPECTIVE PURCHASER]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 






    Exhibit K-3-4


     


    

 


EXHIBIT
L


 


APPLICABLE SERVICING CRITERIA


 


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). For the avoidance of doubt, for purposes of this
Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer or Special Servicer, as the case may be, below
shall include any Sub-Servicer engaged by a Servicer or Special Servicer, as applicable. At all times that the Servicer and Special
Servicer are the same entity, the Servicer and the Special Servicer may provide a combined assessment of compliance in respect
of their combined responsibilities under Section 1122 of Regulation AB. 


 


	 	APPLICABLE Servicing Criteria 	applicable 

Party
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Servicer

    Special Servicer

    Certificate Administrator
	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.	Servicer

Special Servicer

Certificate Administrator 

	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.	Servicer 

        Special
Servicer

Custodian (in the case of 

        the
Custodian, if such 

        entity
is not also the 

        Certificate
Administrator)

         

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Servicer 

        Special
Servicer

Certificate Administrator

         

	 	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.	Servicer 

        Special
Servicer 

        Certificate
Administrator 

	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.	Servicer

Trustee (in the case of the Trustee, to the extent the Trustee was required to make an advance during
the applicable calendar year)

         




 






    Exhibit L-1


     


    

 


	 	APPLICABLE Servicing Criteria 	applicable 

Party
	Reference	Criteria	 
	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.	Servicer

Special Servicer 

        Certificate
        Administrator

         

	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.	Servicer

Special Servicer 

        Certificate
Administrator 

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Servicer

Special Servicer 

        Certificate
Administrator

         

	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 are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) 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.	Servicer

Special Servicer 

        Certificate
Administrator 

	 	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
	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 Reporting 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.	Servicer

Special Servicer

Custodian

         

	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.	Servicer

Special Servicer

Certificate Administrator

                                                                                                                          

	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.	Servicer



 






    Exhibit L-2


     


    

 


	 	APPLICABLE Servicing Criteria 	applicable 

Party
	Reference	Criteria	 
	1122(d)(4)(v)	The
    Servicer’s records regarding the mortgage loans agree with the Servicer’s records with respect to an obligor’s
    unpaid principal balance.	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.	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
	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).	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.	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.	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.	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.	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.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	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


 



    Exhibit L-3


     


    

 


EXHIBIT
M


 


FORM OF NRSRO CERTIFICATION


 


[Date]


 


Citibank, N.A. 


388 Greenwich
Street 


New York,
New York 10013 


Attention: Global Transaction Services – CGCMT 2020-555

 


		Attention:	Citigroup Commercial
                                         Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555



 


In accordance with
the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as
Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, with respect
to the above-referenced certificates, the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned, a nationally recognized statistical rating organization (“NRSRO”)
or “credit rating affiliate” thereof, as each such term is used in Rule 17g-5 under the Exchange Act, (a) has provided
the Depositor with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act, and (b) agrees
to keep any information obtained from the Certificate Administrator’s Website and the 17g-5 Information Provider’s
Website (the “Information”) confidential (except to the extent such information has been made available to the
general public), and such Information will not, without the prior written consent of the Certificate Administrator, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents, or representatives in any manner whatsoever,
in whole or in part.



 


		2.	The undersigned agrees that each time it accesses the Certificate Administrator’s Website
or the 17g-5 Information Provider’s Website, it shall be deemed to have recertified that the representations above remain
true and correct.



 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 




    Exhibit M-1


     


    

  


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	 	 
	 	[______]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    Exhibit M-2


     


    

 


EXHIBIT
N


 


FORM OF ONLINE MARKET
DATA PROVIDER CERTIFICATION


 


Citibank, N.A. 


388 Greenwich
Street 


New York,
New York 10013 


Attention: Global Transaction Services – CGCMT 2020-555


 


		Attention:	Citigroup
                                         Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555



  


In connection with the
Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), by and among
Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer and as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator
(the “Certificate Administrator”), 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.]
[CMBS.com Inc.] [Markit Group Limited] [BlackRock Financial Management, Inc.], a market data provider that has been given access
to the Distribution Date Statements, CREFC® Reports and supplemental notices on the Certificate
Administrator’s Website by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses Certificate Administrator’s Website, 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 Certificate Administrator’s Website 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 this agreement by itself or by any of its
officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”) and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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.



 


		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the Agreement.



 




    Exhibit N-1


     


    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.


 





	 	 	 
	 	[MARKET DATA PROVIDER]

	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





 




    Exhibit N-2


     


    

 


EXHIBIT
O


 


[RESERVED] 


 




    Exhibit O-1


     


    

 


EXHIBIT
P


 


FORM OF DISTRIBUTION
DATE STATEMENT


 




    Exhibit P-1


     


    




 


	 	 	 
	Distribution Date:

    Determination Date:	 

     

     	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT
    INFORMATION	 	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 		 	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary
    (Factors)	3	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 			 	Principal Distribution
    Detail	5	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
    Detail	6	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Stratification
    Detail	7	 	 
	 			 	 	 	 	 
	 		 	Mortgage
    Loan Detail	11	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	NOI
    Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Delinquency
    Loan Detail	13	 	 
	 			 	 	 	 	 
	 	 	 	 	Appraisal
    Reduction Detail	15	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan
    Modification Detail	17	 	 
	 	 	 	 	 	 	 	 
	 			 	Specially
    Serviced Loan Detail	19	 	 
	 			 	 	 	 	 
	 	 	 	 	Unscheduled
    Principal Detail	21	 	 
	 	 	 	 	 	 	 	 
	 			 	Liquidated Loan
    Detail	23	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	Deal Contact:		 	
	 	 		 	
	 	 		 	
	 	 		 	
	 	 	 	 	 



	 	 	 
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	Distribution Date:

    Determination Date:	 

     

     	


 


Distribution
Summary


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prior	Pass-	Accrual	 	 	 	Yield	Prepayment	 	 	 	Current
	 	Original	Principal	Through	Day Count	Accrual	Interest	Principal	Maintenance	Penalties	Total	Deferred	Realized	Principal
	Class	Balance	Balance	Rate	Fraction	Dates	Distributed	Distributed	Distributed	Distributed	Distributed	Interest	Loss	Balance
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)=(7+8+9+10)	(12)	(13)	(14)=(3-8+12-13)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional Classes	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
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	Distribution Date:

    Determination Date:	 

     

     	



	 	 	 	 	 	 	 	 	 	 	 	 
	PER
    $1,000 OF ORIGINAL BALANCE	 	 	 	 	 	 	 
	Class	CUSIP	Record

    Date	Prior

    Principal

    Balance

    (3/2 x 1000)	Interest

    Distributed

    (7/2 x 1000)	Principal

    Distributed

    (8/2 x 1000)	Yield

    Maintenance

    Distributed

    (9)/(2) x 1000	Prepayment

    Penalties

    Distributed

    (10)/(2) x 1000	Total

    Distributed

    (11/2 x 1000)	Deferred

    Interest

    (12/2 x 1000)	Realized

    Loss

    (13/2 x 1000)	Current

    Principal

    Balance

    (142 x 1000)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
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	Distribution Date:

    Determination Date:	 

     

     	




Interest Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION IN DOLLARS	 	 	 	 	 	 	 
	 	Prior	Pass-	Next Pass-	Accrual	Optimal	Prior	Interest on	Non-Recov.	 	 	 	Current
	 	Principal	Through	Through	Day Count	Accrued	Unpaid	Prior Unpaid	Interest	Interest	Deferred	Interest	Unpaid
	Class	Balance	Rate	Rate	Fraction	Interest	Interest	Interest	Shortfall	Due	Interest	Distributed	Interest
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)=(6)+(7)+(8)-(9)	(11)	(12)	(13)=(10)-(11)-(12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Notional
    Classes	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
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	Distribution Date:

    Determination Date:	 

     

     	



Principal Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS 
	 	 	Prior	Scheduled	Unscheduled	 	Current	Current	Current	Cumulative	Original	Current	Original	Original
	 	Original	Principal	Principal	Principal	Accreted	Realized	Principal	Principal	Realized	Class	Class	Credit	Credit
	Class	Balance	Balance	Distribution	Distribution	Principal	Loss	Recoveries	Balance	Loss	(%)	(%)	Support	Support
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)=(3)-(4)-(5)+(6)-(7)+(8)	(10)	(11)	(12)	(13)	(14)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 
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	Distribution Date:

    Determination Date:	 

     

     
    Reconciliation 



Detail	




	 	 	 	 	 	 	 	 	 
	 	 	 	 
	SOURCE
    OF FUNDS	 	ALLOCATION
    OF FUNDS	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Interest Funds Available	 	 	 	 	Scheduled Fees	 	 	 
	 	Scheduled Interest	 	 	 	 	Servicing Fee / Sub-Servicing Fee	 	 	 
	 	Prepayment Interest
    Shortfall	 	 	 	 	CREFC® Intellectual Property Royalty License Fee	 	 	 
	 	Interest Adjustments	 	 	 	 	Trustee Fee / Certificate Administrator Fee	 	 	 
	 	Realized Loss
    in Excess of Principal Balance	 	 	 	 	Operating Advisor Fee	 	 	 
	 	Total Interest
    Funds Available:	 	 	 	 	Total Scheduled
    Fees:	 	 	 
	 	 	 	 	 	 	Additional Fees, Expenses, etc.	 	 	 
	 	Principal Funds Available	 	 	 	 	Special Servicing Fee	 	 	 
	 	Scheduled Principal	 	 	 	 	Workout Fee	 	 	 
	 	Curtailments	 	 	 	 	Liquidation Fee	 	 	 
	 	Principal Prepayments	 	 	 	 	Additional Trust
    Fund Expenses	 	 	 
	 	Net Liquidation
    Proceeds	 	 	 	 	Reimbursement
    for Interest on Advances	 	 	 
	 	Repurchased Principal	 	 	 	 	Additional Servicing Fee	 	 	 
	 	Substitution Principal	 	 	 	 	Total Additional
    Fees, Expenses, etc.:	 	 	 
	 	Other Principal	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Total Principal
    Funds Available:	 	 	 	 	Interest Distribution	 	 	 
	 	Other Funds Available	 	 	 	 	Principal Distribution	 	 	 
	 	Yield Maintenance
    Charges	 	 	 	 	Yield Maintenance
    Charges Distribution	 	 	 
	 	Prepayment Premiums	 	 	 	 	Prepayment Premiums
    Distribution	 	 	 
	 	Other Charges	 	 	 	 	Total Distribution
    to Certificateholders:	 	 	 
	 	Total Other Funds
    Available:	 	 	 	 	Total Funds Allocated	 	 	 
	 	Total Funds Available	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



	 	 	 
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	Distribution Date:	 	
	Determination Date:	 
	 	 
	 	Stratification
    Detail


 


	Ending
    Scheduled Balance	 	 	 	State
	

    Ending Scheduled

    Balance	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	State	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 
	 	 
	 	Stratification
    Detail



 

	Seasoning	 	Property
    Type
	Seasoning	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Property
    Type	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 
	 	 
	 	Stratification
    Detail


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt
    Service Coverage Ratio	 	Loan
    Rate
	Debt
    Service

    Coverage Ratio	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Loan
    Rate	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 
	 	 
	 	Stratification
    Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anticipated
    Remaining Term	 	Remaining
    Amortization Term
	Anticipated

    Remaining Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Remaining

    Amortization Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 
	 	 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Detail
	Loan	OMCR	Property

    Type	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Maturity

    Date	Neg

    Am

    Flag	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Through

    Date	Apprasial

    Reduction

    Date	Apprasial

    Reduction

    Amount	Payment

    Status of

    Loan (1)	Workout

    Strategy

    (2)	Mod.

    Code

    (3)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	Payment Status of Loan (1)	 	Workout Strategy (2)	 	Mod. Code (3)	 
	 	 	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD	1. Maturity Date Extension	7. Capitalization of Taxes
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer	2. Amortization Change	8. Other
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 	3. Principal Write-Off	9. Combination
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 	4. Blank (formerly Combination)	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 	5. Temporary Rate Reduction	 
	 	 	6. DPO	12. Reps and Warranties	 	6. Capitalization of Interest	 




	 		 
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    24	 


 





    


     


    



	 	 	 
	Distribution Date:	 	
	Determination Date:	 
	 	 



NOI
Detail



	 	 	 	 	 	 	 	 	 	 
	 
	Loan

    Number	OMCR	Property
    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most Recent

    NOI

    Start Date	Most
    Recent

    NOI

    End Date
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 




	 		 
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    24	 






    


     


    

 



	 	 	 
	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Delinquency
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Actual	Paid	Current P & I	Total P & I	Cumulative	Other Expense	Payment	Workout	Most Recent	 	 	 
	Loan	 	# of Months	Principal	Through	Advances (Net	Advances	Accrued Unpaid	Advance	Status of	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	of ASER)	Outstanding	Advance Interest	Outstanding	Loan (1)	(2)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Delinquency Loan Detail for the current distribution period.
	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 
	Payment Status of Loan (1)	 	Workout Strategy (2)	 
	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 
	 	 	6. DPO	12. Reps and Warranties	 


 


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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Historical
    Delinquency Information





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution	Less Than 1 Month	1 Month	 	2 Month	 	3+ Month	 	Bankruptcy	 	Foreclosure	 	REO	 
	Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  
	 	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  	0.00	0  
	 	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  


 


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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Appraisal
    Reduction Detail




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Loan Number	OMCR	Property Name	Reduction Amount	Reduction Date	ASER Amount	ASER Amount
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	There
    is no Appraisal Reduction activity for the current distribution period.
	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 




 


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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Historical
    Appraisal Reduction Detail



	 	 	 	 	 	 	 	 
	Distribution	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Date	Loan Number	OMCR	Property
    Name	Reduction
    Amount	Reduction
    Date	ASER Amount	ASER
    Amount
	 	 	 	 	There
    is no historical Appraisal Reduction activity.	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 


 






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	Distribution Date:	 	 
	Determination Date:	 
	 	 
	 	 
	 	Loan
    Modification Detail




	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Code (1)	Description
	 	 	 	 	 	 
	There
    is no Loan Modification activity for the current distribution period.
	 	 	 	 	 	 
	 	 	 	 	 	 
	Totals	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 


 


	Reports Available at sf.citidirect.com	Page 17 of 24	 





 



    


     


    




  



	 	 	 
	Distribution Date:	 	 
	Determination Date:	 
	 	
	 	 
	 	Historical
    Loan Modification Detail




	 	 	 	 	 	 	 
	Distribution	 	 	 	Modification	Modification	Modification
	Date	Loan	OMCR	Property
    Name	Date	Code (1)	Description
	 	 	 	 	There
    is no historical Loan Modification activity.	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 


 


	Reports Available at sf.citidirect.com	Page 18 of 24	 


 






    


     


    

 



	Distribution Date:	 	
	Determination Date:	 


Specially Serviced Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	OMCR	 	Workout

Strategy

(1)	 	Most Recent

Inspection

Date	 	Most Recent

Specially Serviced

Transfer Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Other REO

Property Value	 	Comment from Special Servicer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Specially Serviced Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




	 		 
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    19 of 24	 






    


     


    

 


	Distribution Date:	 	
	Determination Date:	 


Historical Specially Serviced
Loan Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Spec.

Serviced

Transfer Date	 	Workout

Strategy

(1)	 	Spec.

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(2)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income	 	Net

Operating

Income Date	 	DSC

Ratio	 	DSC

Date	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

    There is no historical Specially Serviced Loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




	 		 
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	Distribution Date:	 	
	Determination Date:	 


Unscheduled Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Charges
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	There
    is no unscheduled principal activity for the current distribution period.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Liquidation / Prepayment Code
(1)	 	 
	 	 	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 


	 		 
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    21 of 24	 






    


     


    

 


	Distribution Date:	 	
	Determination Date:	 


Historical Unscheduled Principal
Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	   Loan

Number       OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penality	 	Yield Maintenance

Premium
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	There
    is no historical unscheduled principal activity.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 


	 		 
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	Distribution Date:	 	
	Determination Date:	 


Liquidated Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Liquidated Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
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	Distribution Date:		
	Determination Date:	 


Historical Liquidated Loan
Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Gross Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical Liquidated Loan activity.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 		 
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    24 of 24	 



 


    


     


    


 


EXHIBIT
Q



[RESERVED]


  




    Exhibit Q-1


     


    

 


EXHIBIT
R


 


FORM OF CERTIFICATE ADMINISTRATOR
RECEIPT IN RESPECT OF 


CLASS VRR CERTIFICATES


 


[Date]


 


[Name and Address of Retaining Party]


 


		Re:	Citigroup Commercial Mortgage
                                         Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555 (Citigroup
                                         Commercial Mortgage Securities Inc., as Depositor)



 


In accordance with Section
5.2(f) of the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Agreement”), pursuant to which
the captioned series of commercial mortgage pass-through certificates (the “Certificates”) were issued, the
undersigned, as Certificate Administrator, hereby acknowledges receipt and possession of, and further agrees that it will hereafter
hold in the Class VRR Certificate Safekeeping Account, the Certificates identified on Schedule I attached hereto (the “Subject
Certificates”), which constitute some or all of the VRR Interest, for the benefit of [Name of Retaining Party], the registered
holder of the Subject Certificates, pursuant to the Agreement. Payments on the Subject Certificates will be made to the registered
holder thereof in accordance with the Agreement, including pursuant to any written wiring instructions provided in accordance with
the Agreement.


 


This receipt is solely
for the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will not entitle such
Person to delivery of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject to the restrictions
on transfer set forth in, and may not be released from the Class VRR Certificate Safekeeping Account except in accordance with,
the Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement. 


	 	 
	 	Citibank,
    N.A., 

    not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit R-1


     


    

 


Schedule I


 


Certificates Registered in the Name of
[Retaining Party]


 


	
        Class

(CUSIP) 
	
        Certificate

No. 
	
        Initial

Certificate Balance 

	 	 	 


  




    Exhibit R-2


     


    

 


EXHIBIT
S


 


FORM OF CERTIFICATION
OF THE RISK RETENTION CONSULTATION PARTY


 


	
        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

 

        with a copy to:



Eversheds Sutherland (US) LLP 

        700 Sixth Street, NW 7th Floor 

        Washington, D.C. 20001 

        Attention: Lisa A. Rosen 

        Fax Number: (202) 637-3593

         
	
        Wilmington Trust, National Association, as 

Trustee 

        1100 North Market Street 

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – Citigroup

        Commercial Mortgage Trust 2020-555

         

	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 6th Floor 

        New York, New York 10013 

        Attention: Richard Simpson 

        Fax Number: (646) 328-2943

	
        Citibank, N.A. 

        388 Greenwich Street 

        New York, New York 10013 

        Attention: Global Transaction Services –

        CGCMT 2020-555

Email: ratingagencynotice@citi.com
	
        Citigroup Commercial
Mortgage Securities Inc. 

        390 Greenwich Street, 5th Floor 

        New York, New York 10013 

        Attention: Raul Orozco 

        Fax Number: (347) 394-0898

	 	 
	
        Citigroup Commercial
Mortgage Securities Inc. 

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor 

        Fax Number: (646) 862-8988

         

        with electronic copies to: 

        richard.simpson@citi.com and

        ryan.m.oconnor@citi.com
	 


 





		Re:	Citigroup
Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555


 


In accordance with
Section 9.1(j) of, and the definition of “Risk Retention Consultation Party” in, the Trust and Servicing Agreement,
dated as of March 6, 2020 (the “Trust and Servicing Agreement”), pursuant to which the captioned series of commercial
mortgage pass-through certificates were issued, the undersigned hereby certifies and agrees as follows:


 






    Exhibit S-1


     


    

 


1.            The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


2.            The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Trust and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed
by registered mail, postage prepaid.


 


3.             Any
notice to the Risk Retention Consultation Party shall be directed to [________________].


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Trust 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: ________________________


 






    Exhibit S-2


     


    

 


EXHIBIT
T-1


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFER
OF

THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


	
        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 6th Floor 

        New York, New York 10013 

        Attention: Richard Simpson 

        Fax number: (646) 328-2943

         

        with a copy to:

         

        Citigroup Commercial Mortgage Securities Inc. 

        390 Greenwich Street, 5th Floor 

        New York, New York 10013 

        Attention: Raul Orozco 

        Fax number: (347) 394-0898

         

        with a copy to: 

         

        Citigroup Commercial Mortgage Securities Inc. 

        388 Greenwich Street, 17th Floor 

        New York, New York 10013 

        Attention: Ryan M. O’Connor 

        Fax number: (646) 862-8988

         

        with electronic copies e-mailed to:

         

        Richard Simpson at richard.simpson@citi.com 

        and 

        Ryan M. O’Connor at 

        ryan.m.oconnor@citi.com 
	
        Midland Loan Services, a Division of

        PNC 10851 Mastin Street 

        Suite 700, Overland
Park 

        Kansas 66210 

        Attention: Executive
Vice President – 

Division Head 

         

        with a copy to: 

         

        Eversheds Sutherland
(US) LLP 

        700 Sixth Street,
NW 7th Floor 

        Washington, D.C. 20001 

        Attention: Lisa A.
Rosen



 


		Re:	Citigroup Commercial Mortgage Trust
                                         2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [_________________] (the “Transferor”) to [_________________] (the
“Transferee”) of the Excess Servicing Fee Right (as defined below) established under the Trust and Servicing
Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as
Special Servicer, Wilmington Trust, National


 






    Exhibit T-1-1


     


    

 


Association, as Trustee, and Citibank, N.A., as Certificate Administrator. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement.
The Transferor hereby certifies, represents and warrants to you, as Depositor, that:


 


1.            The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 


2.            Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.





	 	 
	 	Very
truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit T-1-2


     


    

 


EXHIBIT
T-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


Citigroup Commercial Mortgage Securities Inc. 


388 Greenwich Street, 6th Floor 


New York, New York 10013 


Attention: Richard Simpson


 


Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer 


10851 Mastin Street 


Suite 700, Overland Park 


Kansas 66210 


Attention: Executive Vice President
– Division Head


 


		Re:	Citigroup Commercial Mortgage Trust
                                         2020-555, Commercial Mortgage Pass-Through Certificates, Series 2020-555



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [_________________] (the “Transferor”) to [_________________] (the
“Transferee”) of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated as
of March 6, 2020 (the “Trust and Servicing Agreement”), by and among Citigroup Commercial Mortgage Securities
Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer and as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferee hereby certifies,
represents and warrants to you, as the Depositor and the Servicer, that:


 


1.            The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 


2.            The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from such registration


 






    Exhibit T-2-1


     


    

 


and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit T-1 to the Trust and Servicing Agreement, and (B) each of Midland Loan Services, a Division of PNC Bank, National
Association and the Depositor has received a certificate from the prospective transferee substantially in the form attached as
Exhibit T-2 to the Trust and Servicing Agreement.


 


3.            The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.17 of the Trust and Servicing Agreement, which provisions it has carefully
reviewed.


 


4.            Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any manner
set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.            The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loan, and (e) all related matters that it has requested.


 


6.            The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.            The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust and Servicing
Agreement, and made available to it,


 






    Exhibit T-2-2


     


    

 


confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives (collectively, “Representatives”) not to disclose such information, in any manner
whatsoever, in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators,
except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information
is of public knowledge at the time of disclosure by such Person or has become generally available to the public other than as a
result of disclosure by such Person; provided, however, that the Transferee or any of its Representatives may provide all or any
part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and only
if, such other Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information confidential,
not to use or disclose such information in any manner which could result in a violation of any provision of the Securities Act
or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities Act and not to disclose
such information, and to cause its officers, directors, partners, employees, agents or representatives not to disclose such information,
in any manner whatsoever, in whole or in part, to any other Person other than such other Person’s auditors, legal counsel
and regulators.


 


8.            The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Trust and Servicing
Agreement except as set forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate
may be reduced to the extent provided in the Trust and Servicing Agreement. 


	 	 
	 	 	Very
    truly yours,
	 	 	 
	 		 
	 	 	By:
	 	 	Name:
	 	 	Title:





 






    Exhibit T-2-3


     


    

 


EXHIBIT
U


 


LOAN SELLER SUB-SERVICERS 


 


None 


 




    Exhibit U-1


     


    

 


EXHIBIT
V



ADDITIONAL FORM 10-D DISCLOSURE


 


For so long as any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act, the parties identified in the “Party Responsible” column (with each
Servicing Function Participant deemed to be responsible for the following items for which the party that retained such Servicing
Function Participant is responsible) are obligated pursuant to Section 13.4 of the Trust and Servicing Agreement to disclose to
each Other Depositor and each Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for
Exchange Act reporting purposes, 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, financial statements,
budgets and/or rent rolls required to be provided in connection with Item 6 below, possession) (in each case, after complying
with its affirmative obligations, if any, under the Trust and Servicing Agreement to obtain such information) of such information
(other than information as to such party itself which such party is obligated to provide). Each of the Certificate Administrator,
the Trustee, the Custodian, the Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Offering Circular
and the offering materials with respect to any related Other Securitization Trust (other than information with respect to itself
that is set forth in or omitted from such offering materials or the Offering Circular), in the absence of specific written notice
to the contrary from the applicable Other Depositor or Loan Sellers. Each of the Certificate Administrator, the Trustee, the Custodian,
the Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party identified as such in the offering materials with respect to any related Other Securitization
Trust. For any related Other Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Custodian,
the Servicer and the Special Servicer (in its capacity as such) 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 other than a party
identified as such in the offering materials with respect to the related Other Securitization Trust. 


 






    Exhibit V-1


     


    

 


 


	Item
    on Form 10-D	Party
        Responsible 

         


	 

	 

	 


	
	Item
        1: Distribution and Pool Performance Information

         

        Any
information required by Item 1121 of Regulation AB which is NOT included on the Distribution Date Statement
	Certificate
Administrator 

        Servicer
(only with respect to Item 1121(a)(12) of Regulation AB and only if no Special Servicing Loan Event has occurred and is continuing) 

        Special
        Servicer (only with respect to Item 1121(a)(12) of Regulation AB and only if a Special Servicing Loan Event has occurred
        and is continuing)

         

	Item
        2: Legal Proceedings

         

        per
        Item 1117 of Regulation AB

         
	(i)
    The Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer(as to themselves), (ii) any
    other Reporting Servicer (as to itself), and (iii) the Trustee, the Certificate Administrator, the Custodian, the Servicer
    and the Special Servicer, in each case as to the Trust (in the case of the Servicer and the Special Servicer, to be reported
    by the party controlling such litigation)
	Item
        6: Significant Obligors of Pool Assets

         
	Servicer
(excluding information for which the Special Servicer is the “Party Responsible”) 

        Special
Servicer (as to Foreclosed Properties)

         

	Item
        9: Other Information

         
	Any
    party responsible for disclosure items on Form 8-K to the extent of such items



 






    Exhibit V-2


     


    

 


	Item
    on Form 10-D	Party
        Responsible 

         


	 

	 

	 


	
	Item
        10: Exhibits

         
	Certificate
    Administrator



 






    Exhibit V-3


     


    

 


EXHIBIT
W



ADDITIONAL FORM 10-K DISCLOSURE


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following
items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section
13.5 of the Trust and Servicing Agreement to disclose to each Other Depositor and each Other Exchange Act Reporting Party to which
such Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, 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, financial statements, budgets and/or rent rolls required to be provided in connection with the Additional
Item below consisting of disclosure per Item 1112(b) of Regulation AB, possession) (in each case, after complying with its affirmative
obligations, if any, under the Trust and Servicing Agreement to obtain such information) of such information (other than information
as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Custodian,
the Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Offering Circular and the offering materials
with respect to any related Other Securitization Trust (other than information with respect to itself that is set forth in or
omitted from such offering materials or the Offering Circular), in the absence of specific written notice to the contrary from
the applicable Other Depositor or Loan Sellers. Each of the Certificate Administrator, the Trustee, the Custodian, the Servicer
and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant
obligor” other than a party identified as such in the offering materials with respect to any related Other Securitization
Trust. For any related Other Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Custodian,
the Servicer and the Special Servicer (in its capacity as such) 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 other than a party
identified as such in the offering materials with respect to the related Other Securitization Trust.


 


	Item
    on Form 10-K	Party
    Responsible
	Item
    9B: Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15: Exhibits, Financial Statement Schedules	Certificate
Administrator 

	Additional
        Item:

         

        Disclosure
per Item 1117 of Regulation AB
	(i)
    the Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer (as to themselves), (ii)
    any other Reporting Servicer (as to itself), (iii) the Trustee, the Certificate Administrator, the Custodian, the Servicer
    and the Special Servicer, in each case as to the Trust (in the



 






    Exhibit W-1


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	 	 case of the Servicer and the Special Servicer, to be reported
    by the party controlling such litigation)
	Additional
Item: 

        Disclosure
        per Item 1119 of Regulation AB

         
	The
Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer (as to themselves) (in the case of
the Servicer, only as to 1119(a) affiliations with “significant obligors” identified in the related Other Pooling
and Servicing Agreement, the Trustee, the Certificate Administrator, the Custodian, the Special Servicer or a sub-servicer described
in 1108(a)(3) and, in the case of the Special Servicer, only as to 1119(a) affiliations with “significant obligors”
identified in the related Other Pooling and Servicing Agreement, the Trustee, the Certificate Administrator, the Custodian, the
Servicer or a sub-servicer described in 1108(a)(3))

	Additional
Item: 

        Disclosure
per Item 1112(b) of Regulation AB
	Servicer
(excluding information for which the Special Servicer is the “Party Responsible”)

        Special
Servicer (as to Foreclosed Property)




 






    Exhibit W-2


     


    

 


EXHIBIT
X



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO [________] AND VIA EMAIL TO [________ ] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


[OTHER
EXCHANGE ACT REPORTING PARTY]


 


[OTHER
DEPOSITOR]


 


Citigroup
Commercial Mortgage Securities Inc. 


388
Greenwich Street, 6th Floor 


New
York, New York 10013 


Attention:
Richard Simpson 


Fax
number: (646) 328-2943


 


with
a copy to:


 


Citigroup
Commercial Mortgage Securities Inc. 


390
Greenwich Street, 5th Floor 


New
York, New York 10013 


Attention:
Raul Orozco 


Fax
number: (347) 394-0898


 


with
a copy to:


 


Citigroup
Commercial Mortgage Securities Inc. 


388
Greenwich Street, 17th Floor 


New
York, New York 10013 


Attention:
Ryan M. O’Connor 


Fax
number: (646) 862-8988


 


with
electronic copies e-mailed to:


 


Richard
Simpson at 


richard.simpson@citi.com
and 


Ryan
M. O’Connor at 


ryan.m.oconnor@citi.com


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 






    Exhibit X-1


     


    

 


In accordance with Section
[ ] of the Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust and Servicing Agreement”), by
and among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Wilmington
Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator, the undersigned, as [ ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                    ], phone number: [     ]; email address: [                    ].


 





	 	 	 	[NAME OF PARTY],	 
	 	 	 	 as [role]	 
	By:	 	 	 
	Name:	 	 


 






    Exhibit X-2


     


    

 


EXHIBIT
Y



FORM 8-K DISCLOSURE INFORMATION


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible for the following
items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section
13.6 of the Trust and Servicing Agreement to disclose to each Other Exchange Act Reporting Party and each Other Depositor to which
such Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, 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
(after complying with its affirmative obligations, if any, under the Trust and Servicing Agreement to obtain such information)
of such information (other than information as to such party itself which such party is obligated to provide). Each of the Certificate
Administrator, the Trustee, the Custodian, the Servicer and the Special Servicer shall be entitled to rely on the accuracy of
the Offering Circular and the offering materials with respect to any related Other Securitization Trust (other than information
with respect to itself that is set forth in or omitted from such offering materials or the Offering Circular), in the absence
of specific written notice to the contrary from the applicable Other Depositor or Loan Sellers. Each of the Certificate Administrator,
the Trustee, the Custodian, the Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively
assume that there is no “significant obligor” other than a party identified as such in the offering materials with
respect to any related Other Securitization Trust. For any related Other Pooling and Servicing Agreement, each of the Certificate
Administrator, the Trustee, the Custodian, the Servicer and the Special Servicer (in its capacity as such) 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 other than a party identified as such in the offering materials with respect to the related Other Securitization
Trust.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement	Servicer,
    Special Servicer, Custodian and the Trustee (in the case of the Servicer, Special Servicer, Custodian and the Trustee, only
    as to agreements it is a party to or entered into on behalf of the Trust)

    Certificate Administrator

    (other than as to agreements to which the Depositor (and no other party to the Trust and Servicing Agreement) is a party)
    

     
	Item
    1.02- Termination of a Material Definitive Agreement	Servicer,
Special Servicer, Custodian and the Trustee (in the case of the Servicer, Special Servicer, Custodian and the Trustee, only as
to agreements it is a party to or entered into

         




 






    Exhibit Y-1


     


    

 


	Item
    on Form 8-K	Party
    Responsible 
		on
behalf of the Trust) 

        Certificate
Administrator

(other than as to agreements to which the Depositor
(and no other party to the Trust and Servicing Agreement) is a party)

	Item
    1.03- Bankruptcy or Receivership	The
    Trustee, the Certificate Administrator, the Custodian, the Servicer and the Special Servicer (each as to itself)
	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	Certificate
    Administrator
	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    6.02- Change of Servicer, Special Servicer or Trustee	Servicer
(as to itself or a servicer retained by it) 

        Special
Servicer (as to itself or a servicer retained by it) 

        Trustee

Certificate Administrator

Custodian

	Item
    6.04- Failure to Make a Required Distribution	Certificate
    Administrator



 






    Exhibit Y-2


     


    

 


EXHIBIT
Z-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	[NAME
                                         OF OTHER SECURITIZATION TRUST] (the “Trust”)



 


		Re:	Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Citibank, N.A., as Certificate Administrator (the “Certificate Administrator”), and Wilmington
Trust, National Association, as Trustee



 


I,
[identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY
CERTIFICATION] [OTHER DEPOSITOR] and their officers, directors and affiliates, and with the knowledge and intent that they will
rely upon this certification in delivering the certification required by the Other Pooling and Servicing Agreement relating to
the Companion Loan[s] evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-2] [and A-3] (capitalized terms
used herein without definition shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


 


1.            Based
on my knowledge, the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor
and the applicable Other Exchange Act Reporting Party by the Certificate Administrator covering the fiscal year 20__ (the “Relevant
Period”), 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 Relevant Period.


 


2.            Based
on my knowledge, the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party by the Certificate Administrator under the Trust and Servicing Agreement for inclusion in the Exchange Act reports
with respect to the Trust to be filed by the applicable Other Exchange Act Reporting Party is included in the reports delivered
by the Certificate Administrator to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party.


 


3.            I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Certificate Administrator
under the Trust and Servicing Agreement and based upon my knowledge the Certificate Administrator has, except as described in
any information provided to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party by the Certificate
Administrator covering the fiscal year 20[__], fulfilled its obligations under the Trust and Servicing Agreement in all material
respects in the year to which such review applies; and


 






    Exhibit Z-1-1


     


    

 


4.            The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria required to be delivered by the Custodian in accordance with Section 13.8 and Section 13.9
of the Trust and Servicing Agreement have been provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party and such reports disclose all material instances of noncompliance with the Applicable Servicing Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 


Date: _________________________


 


[                         ] 





	By:	 	 	 


 






    Exhibit Z-1-2


     


    




 


EXHIBIT
z-2


 


FORM
OF CERTIFICATION TO BE PROVIDED BY THE SERVICER


 


		Re:	[NAME
                                         OF OTHER SECURITIZATION TRUST] (The “Trust”)



 


		Re:	Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through
Certificates, Series 2020-555 (the “Certificates”) issued pursuant to the Trust and Servicing Agreement, dated as of
March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer (in such capacity, the “Servicer”),
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer (in such capacity, the “Special
Servicer”), Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee



 


I, [identify the certifying
individual], a [title] of [SERVICER], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION] [OTHER DEPOSITOR] and their
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Other Pooling and Servicing Agreement relating to the Companion Loan[s] (the “Subject Companion
Loan”) evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-2] [and A-3] (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


 


		(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         covering the fiscal year 20___ delivered by the Servicer to the Certificate Administrator,
                                         the applicable Other Depositor and the applicable Other Exchange Act Reporting Party
                                         in accordance with the Trust and Servicing Agreement;



 


		(2)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Servicer), the servicing
                                         information in these 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 servicing reports;



 


		(3)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Servicer), the servicing
                                         information required to be provided in these servicing reports to the Certificate Administrator,
                                         the applicable Other Depositor and the applicable Other Exchange Act Reporting Party
                                         by the Servicer under the Trust and Servicing Agreement is included in 



 






    Exhibit Z-2-1


     


    

 


	 	 	the servicing
                                         reports delivered by the Servicer to the Certificate Administrator and each applicable
                                         Other Exchange Act Reporting Party;
	 	 	 
		(4)	I
                                         am, or an employee under my supervision is, responsible for reviewing the activities
                                         performed by the Servicer under the Trust and Servicing Agreement and based upon my knowledge
                                         and the compliance review conducted in preparing the servicer compliance statement required
                                         under Section 13.7 of the Trust and Servicing Agreement with respect to the Servicer,
                                         and except as disclosed in such compliance statement delivered by the Servicer under
                                         Section 13.7 of the Trust and Servicing Agreement, the Servicer has fulfilled its obligations
                                         under the Trust and Servicing Agreement in all material respects in the year to which
                                         such review applies; and



 


		(5)	The
                                         report on assessment of compliance with servicing criteria for asset-backed securities
                                         and the related attestation report on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be delivered in accordance with Section 13.8
                                         and Section 13.9 of the Trust and Servicing Agreement discloses all material instances
                                         of noncompliance with the Applicable Servicing Criteria.



 


Further,
notwithstanding the foregoing certifications, the Servicer does not make any certification under the foregoing clauses (1) through
(5) that is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing agreement
that the Servicer entered into in connection with the Mortgage Loan, or upon the performance by any such sub-servicer of its obligations
pursuant to any such sub-servicing agreement, in each case beyond the respective backup certifications actually provided by such
sub-servicer to the Servicer with respect to the information that is subject of such certification.


 


Date: _________________________


 


[                         ] 


 





	By:	 	 	 
	[Name]	 	 


 






    Exhibit Z-2-2


     


    

 


EXHIBIT
Z-3 


FORM
OF CERTIFICATION TO BE PROVIDED

BY THE SPECIAL SERVICER


 


		Re:	[NAME
                                         OF OTHER SECURITIZATION TRUST] (the “Trust”)



 


		Re:	Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through
Certificates, Series 2020-555 (the “Certificates”) issued pursuant to the Trust and Servicing Agreement, dated as of
March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer (in such capacity, the “Servicer”),
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer (in such capacity, the “Special
Servicer”), Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee



 


I, [identify the certifying
individual], a [title] of [SPECIAL SERVICER], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION] [OTHER DEPOSITOR]
and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in
delivering the certification required by the Other Pooling and Servicing Agreement relating to the Companion Loan[s] (the “Subject
Companion Loan”) evidenced by the Companion Loan Notes identified as Promissory Note[s] [A-2] [and A-3] (capitalized
terms used herein without definition shall have the meanings assigned to such terms in the Trust and Servicing Agreement), that:


 


2.       Based
on my knowledge, the servicing information in the servicing reports or information covering the fiscal year 20___ delivered by
the Special Servicer to the Servicer, the applicable Other Depositor and the applicable Other Exchange Act Reporting Party under
the Trust and Servicing Agreement, 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 servicing reports;


 


3.       Based
on my knowledge, the servicing information required to be provided to the Servicer, the applicable Other Depositor and the applicable
Other Exchange Act Reporting Party by the Special Servicer under the Trust and Servicing Agreement for inclusion in the reports
to be filed by the applicable Other Exchange Act Reporting Party is included in the servicing reports delivered by the Special
Servicer to the Servicer, the applicable Other Depositor and the applicable Other Exchange Act Reporting Party;


 


4.       I
am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the
Trust and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance
statement required under Section 13.7 of the Trust and Servicing Agreement with respect to the Special Servicer, and except as
disclosed in such compliance statement delivered by the Special Servicer under Section 13.7 of the Trust and Servicing Agreement,
the Special Servicer has


 






    Exhibit Z-3-1


     


    

 


fulfilled its obligations under the Trust and Servicing Agreement in all material respects in the year
to which such review applies; and


 


5.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 13.8 and
Section 13.9 of the Trust and Servicing Agreement discloses all material instances of noncompliance with the Applicable Servicing
Criteria.


 


Date: _________________________


 


[                         ] 


 





	By:	 	 	 
	[Name]	 	 
	[Title]	 	 


 






    Exhibit Z-3-2


     


    

 


EXHIBIT
Z-4



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CUSTODIAN


 


		Re:	[NAME
                                         OF OTHER SECURITIZATION TRUST] (the “Trust”)



 


		Re:	Trust and Servicing Agreement, dated as of March 6, 2020 (the “Trust
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee



 


I, [identify the certifying
individual], a [title] of [CUSTODIAN], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION] [OTHER DEPOSITOR] and their
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Other Pooling and Servicing Agreement relating to the Companion Loan[s] evidenced by the Companion
Loan Notes identified as Promissory Note[s] [A-2] [and A-3] (capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Trust and Servicing Agreement), that:


 


1.       Based
on my knowledge, the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor
and the applicable Other Exchange Act Reporting Party by the Custodian covering the fiscal year 20__ (the “Relevant Period”),
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 Relevant
Period.


 


2.       Based
on my knowledge, the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party by the Custodian under the Trust and Servicing Agreement for inclusion in the Exchange Act reports to be filed
by the applicable Other Exchange Act Reporting Party is included in the reports delivered by the Custodian to the applicable Other
Depositor and the applicable Other Exchange Act Reporting Party.


 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Custodian under the Trust
and Servicing Agreement and based upon my knowledge the Custodian has, except as described in any information provided to the
applicable Other Depositor and the applicable Other Exchange Act Reporting Party by the Custodian covering the fiscal year 20[__],
fulfilled its obligations under the Trust and Servicing Agreement in all material respects in the year to which such review applies;
and


 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing


 






    Exhibit Z-4-1


     


    

 


criteria
required to be delivered by the Custodian in accordance with Section 13.8 and Section 13.9 of the Trust and Servicing
Agreement have been provided to the applicable Other Depositor and the applicable Other Exchange Act Reporting Party and such
reports disclose all material instances of noncompliance with the Applicable Servicing Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 


Date: _________________________


 


[                         ] 





	By:	 	 	 


 






    Exhibit Z-4-2


     


    

 


EXHIBIT
Z-5



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE TRUSTEE


 


		Re:	[NAME
                                         OF OTHER SECURITIZATION TRUST] (the “Trust”)



 


		Re:	Citigroup Commercial Mortgage Trust 2020-555, Commercial Mortgage Pass-Through
Certificates, Series 2020-555 (the “Certificates”) issued pursuant to the Trust and Servicing Agreement, dated
as of March 6, 2020 (the “Trust and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, Midland Loan Services, a
Division of PNC Bank, National Association, as Special Servicer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee (the “Trustee”)



 


I, [identify the certifying
individual], a [title] of [TRUSTEE], certify to [INDIVIDUAL SIGNING THE SARBANES-OXLEY CERTIFICATION] [OTHER DEPOSITOR] and their
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Other Pooling and Servicing Agreement relating to the Companion Loan[s] evidenced by the Companion
Loan Notes identified as Promissory Note[s] [A-2] [and A-3] (capitalized terms used herein without definition shall have the meanings
assigned to such terms in the Trust and Servicing Agreement), that:


 


1.       Based
on my knowledge, the information required by the Trust and Servicing Agreement to be provided to the applicable Other Depositor
and the applicable Other Exchange Act Reporting Party by the Trustee covering the fiscal year 20__ (the “Relevant Period”),
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 Relevant
Period.


 


2.       Based
on my knowledge, the information required to be provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party by the Trustee under the Trust and Servicing Agreement for inclusion in the Exchange Act reports to be filed by
the applicable Other Exchange Act Reporting Party is included in the reports delivered by the Trustee to the applicable Other
Depositor and the applicable Other Exchange Act Reporting Party.


 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Trustee under the Trust and
Servicing Agreement and based upon my knowledge the Trustee has, except as described in any information provided to the applicable
Other Depositor and the applicable Other Exchange Act Reporting Party by the Trustee covering the fiscal year 20[__], fulfilled
its obligations under the Trust and Servicing Agreement in all material respects in the year to which such review applies; and


 






    Exhibit Z-5-1


     


    

 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria required to be delivered by the Trustee in accordance with Section 13.8 and Section 13.9
of the Trust and Servicing Agreement have been provided to the applicable Other Depositor and the applicable Other Exchange Act
Reporting Party and such reports disclose all material instances of noncompliance with the Applicable Servicing Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 


Date: _________________________


 


[                         ] 





	By:	 	 	 


 






    Exhibit Z-5-2