Exhibit 4.10 


 


EXECUTION VERSION


 


 


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.,

as Depositor,



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

as Servicer,


CWCAPITAL ASSET MANAGEMENT LLC,

as Special Servicer,



WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator and Trustee,



and

PENTALPHA SURVEILLANCE LLC,

as Operating Advisor


______________________


TRUST AND SERVICING AGREEMENT



Dated as of March 5, 2020

______________________


J.P. Morgan Chase Commercial Mortgage Securities
Trust 2020-NNN,

Commercial Mortgage Pass-Through Certificates, Series 2020-NNN


 


  


 




    


    


    


TABLE OF CONTENTS


Page




	1.   DEFINITIONS	6
	1.1.   Definitions	6
	1.2.   Interpretation	78
	1.3.   Certain Calculations in Respect of the Trust Loan or the Mortgage Loan	78
	2.   DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES	81
	2.1.   Creation and Declaration of Trust; Conveyance of the Trust Loan	81
	2.2.   Acceptance by the Trustee and the Custodian	84
	2.3.   Representations and Warranties of the Trustee	87
	2.4.   Representations and Warranties of the Certificate Administrator	88
	2.5.   Representations and Warranties of the Servicer	90
	2.6.   Representations and Warranties of the Special Servicer	91
	2.7.   Representations and Warranties of the Depositor	92
	2.8.   Representations and Warranties of the Operating Advisor.	94
	2.9.   Representations and Warranties Contained in the Trust Loan Purchase Agreement	95
	2.10.   Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests	97
	2.11.   Miscellaneous REMIC Provisions	97
	2.12.   Resignation Upon Prohibited Risk Retention Affiliation.	98
	3.   ADMINISTRATION AND SERVICING OF THE Mortgage Loan	98
	3.1.   Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer	98
	3.2.   Sub-Servicing Agreements	101
	3.3.   Cash Management Account	103
	3.4.   Collection Account, Companion Loan Distribution Account and Interest Reserve Account	103
	3.5.   Distribution Account	108
	3.6.   Foreclosed Property Account	109
	3.7.   Appraisal Reductions	110
	3.8.   Investment of Funds in the Collection Account and Any Foreclosed Property Account	113
	3.9.   Payment of Taxes, Assessments, etc	115
	3.10.   Appointment of Special Servicer	115
	3.11.   Maintenance of Insurance and Errors and Omissions and Fidelity Coverage	122



    -i-


    


    



	3.12.   Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Properties	124
	3.13.   Custodian and Trustee to Cooperate; Release of Items in Mortgage File	127
	3.14.   Title and Management of Foreclosed Property	127
	3.15.   Sale of Foreclosed Property	130
	3.16.   Sale of the Mortgage Loan	132
	3.17.   Servicing Compensation	136
	3.18.   Reports to the Certificate Administrator; Account Statements	141
	3.19.   [Reserved.]	142
	3.20.   [Reserved.]	142
	3.21.   Access to Certain Documentation Regarding the Mortgage Loan and Other Information	142
	3.22.   Inspections	143
	3.23.   Advances	144
	3.24.   Modifications of Mortgage Loan Documents	148
	3.25.   Conflicts of Interest; Mandatory Resignation; Servicer and Special Servicer May Own Certificates	149
	3.26.   Intercreditor Agreement; Notice of Mortgage Loan Event of Default to Mezzanine Lender	150
	3.27.   Rating Agency Confirmation	150
	3.28.   Miscellaneous Provisions	152
	3.29.   Companion Loan Intercreditor Matters.	152
	3.30.   Additional Matters with Respect to the Trust Loan	153
	3.31.   Credit Risk Retention.	157
	3.32.   The Operating Advisor.	157
	4.   DISTRIBUTIONS AND STATEMENTS TO CERTIFICATEHOLDERS	164
	4.1.   Distributions	164
	4.2.   Withholding Tax	171
	4.3.   Allocation and Distribution of Prepayment Charges	171
	4.4.   Statements to Certificateholders	172
	4.5.   Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum	175
	4.6.   Determination of the LIBOR Rate Index or Alternate Rate Index.	178
	5.   THE CERTIFICATES	180
	5.1.   The Certificates	180
	5.2.   Form and Registration	183
	5.3.   Registration of Transfer and Exchange of Certificates	184
	5.4.   Mutilated, Destroyed, Lost or Stolen Certificates	192
	5.5.   Persons Deemed Owners	192
	5.6.   Access to List of Certificateholders’ Names and Addresses; Special Notices	193
	5.7.   Maintenance of Office or Agency	193



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	6.   THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER AND THE OPERATING ADVISOR	194
	6.1.   Respective Liabilities of the Depositor, the Servicer, the Special Servicer and the Operating Advisor	194
	6.2.   Merger or Consolidation of the Servicer, the Special Servicer or the Operating Advisor	194
	6.3.   Limitation on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and
Others	194
	6.4.   Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer	196
	6.5.   Ethical Wall	197
	6.6.   Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor	198
	7.   SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE	199
	7.1.   Servicer Termination Events; Special Servicer Termination Events	199
	7.2.   Trustee to Act; Appointment of Successor	207
	7.3.   [Reserved].	209
	7.4.   Other Remedies of Trustee	209
	7.5.   Waiver of Past Servicer Termination Events and Special Servicer Termination Events	209
	7.6.   Trustee as Maker of Advances	210
	8.   THE TRUSTEE AND THE CERTIFICATE aDMINISTRATOR	211
	8.1.   Duties of the Trustee and the Certificate Administrator	211
	8.2.   Certain Matters Affecting the Trustee and the Certificate Administrator	213
	8.3.   Neither the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan	216
	8.4.   Trustee and Certificate Administrator May Own Certificates	218
	8.5.   Trustee’s and Certificate Administrator’s Fees and Expenses	218
	8.6.   Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	219
	8.7.   Resignation and Removal of the Trustee or the Certificate Administrator	220
	8.8.   Successor Trustee or Successor Certificate Administrator	223
	8.9.   Merger or Consolidation of the Trustee or the Certificate Administrator	224
	8.10.   Appointment of Co-Trustee or Separate Trustee	224
	8.11.   Appointment of Authenticating Agent and the Custodian	225
	8.12.   Indemnification by Trustee and the Certificate Administrator	226
	8.13.   Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information	227
	8.14.   Access to Certain Information	227



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	9.   CERTAIN MATTERS RELATING TO THE DIRECTING CERTIFICATEHOLDER	237
	9.1.   Selection and Removal of the Directing Certificateholder	237
	9.2.   Limitation on Liability of Directing Certificateholder; Acknowledgements of the Certificateholders	239
	9.3.   Rights and Powers of the Directing Certificateholder	240
	9.4.   Directing Certificateholder Contact with Servicer and Special Servicer	244
	10.   [RESERVED]	244
	11.   TERMINATION	244
	11.1.   Termination	244
	11.2.   Additional Termination Requirements	245
	11.3.   Trusts Irrevocable	245
	12.   MISCELLANEOUS PROVISIONS	246
	12.1.   Amendment	246
	12.2.   Recordation of Agreement; Counterparts	249
	12.3.   Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction	250
	12.4.   Notices	250
	12.5.   Notices to the Rating Agencies	254
	12.6.   [Reserved.]	255
	12.7.   Severability of Provisions	255
	12.8.   Limitation on Rights of Certificateholders	255
	12.9.   Certificates Nonassessable and Fully Paid	256
	12.10.   Reproduction of Documents	256
	12.11.   No Partnership	256
	12.12.   Actions of Certificateholders	256
	12.13.   Successors and Assigns	257
	12.14.   Acceptance by Authenticating Agent, Certificate Registrar	257
	12.15.   Streit Act	257
	12.16.   Assumption by Trust of Duties and Obligations of the Trust Loan Seller Under the Mortgage Loan Documents	258
	12.17.   Grant of a Security Interest	258
	12.18.   Cooperation with the Trust Loan Seller with Respect to Rights Under the Mortgage Loan Agreement	258
	13.   REMIC ADMINISTRATION	259
	13.1.   REMIC Administration	259
	13.2.   Foreclosed Property	262
	13.3.   Prohibited Transactions and Activities	264
	13.4.   Indemnification with Respect to Certain Taxes and Loss of REMIC Status	265



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	14.   EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	265
	14.1.   Intent of the Parties; Reasonableness	265
	14.2.   Succession; Sub-Servicers; Subcontractors	266
	14.3.   Other Securitization Trust’s Filing Obligations	268
	14.4.   Form 10-D Disclosure	268
	14.5.   Form 10-K Disclosure	268
	14.6.   Form 8-K Disclosure	269
	14.7.   Annual Compliance Statements	269
	14.8.   Annual Reports on Assessment of Compliance with Servicing Criteria	270
	14.9.   Annual Independent Public Accountants’ Servicing Report	272
	14.10.   Significant Obligor	273
	14.11.   Sarbanes-Oxley Backup Certification	274
	14.12.   Indemnification	274
	14.13.   Amendments	276
	14.14.   Termination of the Certificate Administrator	276
	14.15.   Termination of Sub-Servicing Agreements	276
	14.16.   Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	276



 


EXHIBITS


 

	Exhibit A-1	Form of Class A Certificates
	Exhibit A-2	Form of Class X-CP, Class X-EXT,  X-HFL, Class XA-FX and Class XB-FX 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 H Certificates
	Exhibit A-10	Form of Class HRR Certificates
	Exhibit A-11     	Form of Class R Certificates
	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	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit H	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
	 	 




 




    -v-


    


    

	Exhibit I	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit J-1	Form of Affidavit Pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit J-2	Form of Transferor Letter
	Exhibit J-3	Form of ERISA Representation Letter
	Exhibit J-4	Form of Transferee Certificate for Transfers of Risk Retention Certificates
	Exhibit J-5	Form of Transferor Certificate for Transfers of Risk Retention Certificates
	Exhibit J-6	Form of Request of Sponsor Consent for Release of the Class HRR Certificates
	Exhibit K-1	Form of Investor Certification for Non-Borrower Affiliates
	Exhibit K-2	Form of Investor Certification for Borrower Affiliates
	Exhibit L	Applicable Servicing Criteria
	Exhibit M	Form of NRSRO Certification
	Exhibit N-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit N-2      	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit O	Form of Online Market Data Provider Certificate
	Exhibit P	Form of Investment Representation Letter
	Exhibit Q	Form of Notice of Mezzanine Equity Collateral Foreclosure
	Exhibit R	CREFC® Payment
    Information
	Exhibit S	Additional Form 10-D Disclosure
	Exhibit T	Additional Form 10-K Disclosure
	Exhibit U	Form 8-K Disclosure Information
	Exhibit V	Additional Disclosure Notification
	Exhibit W	Initial Sub-Servicers
	Exhibit X	Form of Annual Compliance Statement
	Exhibit Y	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit Z-1	Form of Certification to be Provided to Depositor by Servicer
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor by Certificate Administrator
	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	Form of Certification to be Provided to Depositor by Operating Advisor
	Exhibit AA	Form of Operating Advisor Annual Report
	Exhibit BB	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
	Exhibit CC	Form of Certificate Administrator Receipt of Risk Retention Certificates
	Exhibit DD	Spread Maintenance Payment Allocation Percentage




 


		SCHEDULES 



 


	Schedule 1      	Properties With Escrow Accounts, Reserve Accounts or Letters of Credit Held as Performance Escrows or Reserves
	 	 






    -vi-


    


    

THIS TRUST AND SERVICING
AGREEMENT (“Agreement”) is dated as of March 5, 2020 among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee and Pentalpha Surveillance
LLC, as Operating Advisor.


INTRODUCTORY STATEMENT


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


Reference is made
to that certain componentized fixed and floating rate loan (the “Mortgage Loan”), evidenced by 8 promissory
notes (the “Notes”).


The Mortgage Loan
was originated by JPMorgan Chase Bank, National Association (“JPMCB”) pursuant to that certain Loan Agreement,
dated as of January 15, 2020 (the “Mortgage Loan Agreement”), among WIM FMB Portfolio Owner, LLC and WIM Core
Portfolio Owner, LLC (collectively, the “Borrowers”), as amended by that certain Note Splitter and Loan Modification
Agreement, dated as of February 10, 2020, by and among JPMCB and the Borrowers. As of the Closing Date, the aggregate outstanding
principal balance of the Mortgage Loan is $925,000,000.


The Mortgage Loan
consists of (a) a loan that has an unpaid principal balance as of the Closing Date of $775,000,000 (the “Trust Loan”)
and is evidenced by the promissory notes designated as Promissory Note A-FL, Promissory Note A-FX-1 and Promissory Note B-FX (as
the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise
modified, the “Trust Notes”), and (b) loans that have an aggregate unpaid principal balance as of the Closing
Date of $150,000,000 (the “Companion Loans”) and are evidenced by the promissory notes designated as Promissory
Note A-FX-2, Promissory Note A-FX-3, Promissory Note A-FX-4, Promissory Note A-FX-5, and Promissory Note A-FX-6 (as the same may
hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified,
the “Companion Loan Notes”). The Trust Notes and the Companion Notes are collectively referred to herein as
the “Notes”.


The Trust Loan was
sold and assigned by JPMCB (in such capacity, the “Trust Loan Seller”) to the Depositor pursuant to a trust
loan purchase and sale agreement, dated as of February 12, 2020 (the “Trust Loan Purchase Agreement”), between
the Trust Loan Seller and the Depositor. The Companion Loans are not part of the Trust Fund. The relative rights of the respective
lenders in respect of the Mortgage Loan are set forth in a co-lender agreement dated as of February 7, 2020 (as amended, restated,
supplemented or otherwise modified from time to time, the “Co-Lender Agreement”), among the holders of the Trust
Notes and the holders of the Companion Loan Notes. From and after the Closing Date, the entire Mortgage Loan is to be serviced
and administered in accordance with this Agreement.


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 “Trust REMIC”). Each Class of Regular Certificates will represent a single Class of “regular
interests” in the Upper-Tier REMIC, as further described herein. Each Class of Uncertificated Lower-Tier Interests will
represent a single class of “regular interests” in the Lower-Tier REMIC as further described herein. 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.


In exchange for the
Trust Loan and the Uncertificated Lower-Tier Interests, the Trust will issue to the Depositor the Class A-FL, Class X-CP,
Class X-EXT, Class B-FL, Class C-FL, Class D-FL, Class E-FL, Class F-FL, Class G-FL, Class H-FL, Class X-HFL,
Class A-FX, Class XA-FX, Class XB-FX, Class B-FX, Class C-FX, Class D-FX, Class E-FX, Class F-FX, Class G-FX, Class H-FX, Class
HRR and Class R Certificates (collectively, the “Certificates”), which Certificates created under this
Agreement, in the aggregate together will evidence the entire ownership interest in the Trust. The Trust Fund consists principally
of the Trust Loan, the Mortgage Loan Documents (exclusive of the rights of the Companion Loan Holders thereunder) and all payments
under, and the proceeds of, the Trust Loan after the Cut-off Date.


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


UPPER-TIER REMIC


As further described
in Section 2.10, the Class A-FL, Class X-CP, Class X-EXT, Class B-FL, Class C-FL, Class D-FL, Class E-FL
Class F-FL, Class G-FL, Class H-FL, Class X-HFL, Class A-FX, Class XA-FX, Class XB-FX, Class B-FX, Class C-FX, Class D-FX, Class
E-FX, Class F-FX, Class G-FX, Class H-FX Certificates and Class HRR (FL Component) and Class HRR (FX Component) will evidence “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 Pass-Through Rate and the aggregate initial Certificate Balance (the
“Original Certificate Balance”), initial Notional Amount (“Original Notional Amount”), as
applicable, for each Class of Certificates and the Class UT-R Interest comprising the interests in the Upper-Tier
REMIC created hereunder:




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        Class

        Designation
	
        Initial
        Pass-Through Rate

        (per annum)
	
        Original
        Certificate Balance or Original Notional Amount

	Class A-FL	LIBOR plus the applicable Certificate Spread(1)	$92,470,000
	Class X-CP	Variable IO(2)	$54,380,000(2)
	Class X-EXT	Variable IO(3)	$54,380,000(3)
	Class B-FL	LIBOR plus the applicable Certificate Spread(1)	$20,420,000
	Class C-FL	LIBOR plus the applicable Certificate Spread(1)	$14,040,000
	Class D-FL	LIBOR plus the applicable Certificate Spread(1)	$19,920,000
	Class E-FL	LIBOR plus the applicable Certificate Spread(1)	$30,000,000
	Class F-FL	LIBOR plus the applicable Certificate Spread(1)	$26,820,000 
	Class G-FL	LIBOR plus the applicable Certificate Spread(1)	$31,020,000
	Class H-FL	LIBOR plus the applicable Certificate Spread(1)	$27,760,000
	Class X-HFL	Variable IO(4)	$27,760,000(4)
	Class A-FX	2.8123%	$106,550,000
	Class XA-FX	Variable IO(5)	$106,550,000(5)
	Class XB-FX	Variable IO(6)	$291,215,000(6)
	Class B-FX	3.0648%	$23,540,000
	Class C-FX	3.2667%	$16,180,000
	Class D-FX	3.6196%	$46,480,000
	Class E-FX	3.9720%	$70,020,000
	Class F-FX	4.6254%	$62,584,000
	Class G-FX	4.6881%	$72,411,000
	Class H-FX	4.6881%	$64,785,000
	Class HRR (FL Component)(9)	(7)	$15,000,000
	Class HRR (FX Component)(9)	(7)	$35,000,000
	Class UT-R	None(8)	None(8)


____________________

		(1)	If, pursuant to the Mortgage Loan Agreement, the Mortgage Loan has been converted to an Alternate
Rate Loan for any Mortgage Loan Interest Accrual Period and the Certificate Administrator has received written notice thereof from
the Servicer, then the Pass-Through Rate for each Class of Sequential Pay Certificates for each related Certificate Interest Accrual
Period after such conversion shall equal the Net Component Rate for the related Trust Loan Component (which shall be based on the
Alternate Rate Index as then determined by the Servicer pursuant to the terms of the Mortgage Loan Agreement in connection with
the related Benchmark Transition Event), minus (i) in the case of the Class B-FL, Class C-FL, Class D-FL and Class H-FL Certificates,
the applicable Class X Strip Rate and the Additional Interest Rate and (ii) in the case of the Class A-FL, Class E-FL, Class F-FL,
Class G-FL Certificates and the Class HRR (FL Component), the Additional Interest Rate.



		(2)	The Class X-CP Certificates will not have a Certificate Balance and will not be entitled to receive
distributions of principal. Interest will accrue on such Class at the applicable Pass-Through Rate thereof on the applicable
Notional Amount thereof. The Notional Amount of the Class X-CP Certificates will be equal to the aggregate Certificate Balance
of the Class B-FL, C-FL and D-FL Certificates. The Class X-CP Pass-Through Rate for any Certificate Interest Accrual Period is
variable and will equal (i) from and including the Distribution Date in March 2020 to and including the Distribution Date in August
2020, the weighted average of the Class X Strip Rates for each of the Class B-FL, Class C-FL and Class D-FL Certificates (weighted
on the basis of the Certificate Balances of such Classes, in each case, outstanding immediately prior to the related Distribution
Date); and (ii) for any Distribution Date after the Distribution Date in August 2020, 0%..



		(3)	The Class X-EXT Certificates will not have a Certificate Balance and will not be entitled to receive
distributions of principal. Interest will accrue on such Class at the applicable Pass-Through Rate thereof on the applicable
Notional Amount thereof. The Notional Amount of the Class X-EXT Certificates will be equal to





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the aggregate Certificate Balance
of the Class B-FL, C-FL and D-FL Certificates. The Class X-EXT Pass-Through Rate for any Certificate Interest Accrual Period is
variable and will equal (i) from and including the Distribution Date in March 2020 to and including the Distribution Date in August
2020, 0%; and (ii) for any Distribution Date after the Distribution Date in August 2020, the weighted average of the Class X Strip
Rates for each of the Class B-FL, Class C-FL and Class D-FL Certificates (weighted on the basis of the Certificate Balances of
such Classes, in each case, outstanding immediately prior to the related Distribution Date).


		(4)	The Class X-HFL Certificates will not have a Certificate Balance and will not be entitled to receive
distributions of principal. Interest will accrue on such Class at the applicable Pass-Through Rate thereof on the applicable
Notional Amount thereof. The Notional Amount of the Class X-HFL Certificates will be equal to the aggregate Certificate Balance
of the Class H-FL Certificates. The Class X-HFL Pass-Through Rate for any Certificate Interest Accrual Period is variable and will
equal the weighted average of the Class X Strip Rates for each of the Class H-FL Certificates.



		(5)	The Class XA-FX Certificates will not have a Certificate Balance and will not be entitled
to receive distributions of principal. Interest will accrue on such Class at the applicable Pass-Through Rate thereof
on the applicable Notional Amount thereof. The Notional Amount of the Class XA-FX Certificates will be equal to the Certificate
Balance of the Class A-FX Certificates. The Class XA-FX Pass-Through Rate for any Certificate Interest Accrual Period
is variable and for each Distribution Date shall equal the Class X Strip Rate for the Class A-FX Certificates for such Distribution
Date.



		(6)	The Class XB-FX Certificates will not have a Certificate Balance and will not be entitled to receive
distributions of principal. Interest will accrue on such Class at the applicable Pass-Through Rate thereof on the applicable Notional
Amount thereof. The Notional Amount of the Class XB-FX Certificates will be equal to the Certificate Balance of the Class B-FX,
Class C-FX, Class D-FX, Class E-FX, Class F-FX and Class G-FX Certificates. The Class XB-FX Pass-Through Rate for any Certificate
Interest Accrual Period is variable and for each Distribution Date shall equal the weighted average of the Class X Strip Rate for
each of the Class B-FX, Class C-FX, Class D-FX, Class E-FX, Class F-FX and Class G-FX Certificates for such Distribution Date (weighted
on the basis of the Certificate Balances of such Classes outstanding immediately prior to such related Distribution Date).



		(7)	The Class HRR Certificates will bear interest on each Distribution Date in an amount equal to the
sum of the interest accrued on (a) the Class HRR (FL Component) and (b) the Class HRR (FX Component).



		(8)	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 Default Premium.
Any 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.



		(9)	The Class HRR (FL Component) and Class HRR (FX Component) each represent a “regular interest”
in the Upper-Tier REMIC.



LOWER-TIER REMIC


The Class LA-FL, Class
LB-FL, Class LC-FL, Class LD-FL, Class LE-FL, Class LF-FL, Class LG-FL, Class LH-FL, Class LA-FX, Class LB-FX, Class LC-FX, Class
LD-FX, Class LE-FX, Class LF-FX, Class LG-FX, Class LH-FX, Class LHRR-FL and Class LHRR-FX 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” 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:




    -4-


    


    

 


	
        Class

        Designation
	
        Pass-Through
        Rate
	
        Original
        Lower-Tier

        Principal Amount

	Class LA-FL	(1)	$92,470,000
	Class LB-FL	(1)	$20,420,000
	Class LC-FL	(1)	$14,040,000
	Class LD-FL	(1)	$19,920,000
	Class LE-FL	(1)	$30,000,000
	Class LF-FL	(1)	$26,820,000
	Class LG-FL	(1)	$31,020,000
	Class LH-FL	(1)	$27,760,000
	Class LA-FX	(1)	$106,550,000  
	Class LB-FX	(1)	$23,540,000
	Class LC-FX	(1)	$16,180,000
	Class LD-FX	(1)	$46,480,000
	Class LE-FX	(1)	$70,020,000
	Class LF-FX	(1)	$62,584,000
	Class LG-FX	(1)	$72,411,000
	Class LH-FX	(1)	$64,785,000
	Class LHRR-FL	(1)	$15,000,000
	Class LHRR-FX	(1)	$35,000,000
	Class LT-R	None(2)	None(2)



____________________


		(1)	For any Distribution Date, the Pass-Through Rate for each of these Uncertificated Lower-Tier
Interests shall be the Net Component Rate of the Related Component.



		(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 Prepayment Charges. Any Available
Funds constituting assets remaining in the Lower-Tier Distribution Account after distributing 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 Available Funds for such Distribution Date, if any, remaining in the Lower-Tier Distribution Account).



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 Certificate Administrator, the
Trustee and the Operating Advisor 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.




    -5-


    


    

W I T N E 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 will initially be located within
the Certificate Administrator’s Website (www.ctslink.com), under the ‘NRSRO’ tab on the page relating to this
transaction. Such website shall provide means of navigation for the Depositor and each NRSRO (including the Rating Agencies) to
the portion of the Certificate Administrator’s website available to Privileged Persons.


“Acceptable
Insurance Default”: Any default arising when the Mortgage Loan Documents require that the Borrowers must 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 the 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 related 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.
Each of the Servicer (at its own expense) and the Special Servicer (as a Trust Fund Expense) shall be entitled to rely on insurance
consultants in making the determinations described in this definition.


“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 Fund is deemed to have acquired one or more of the Properties.


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


“Additional
Compensation”: Default Interest and late payment fees (after all payments pursuant to Section 3.4(c)(iv)
and 3.4(c)(v) of this Agreement), Assumption Fees, Assumption Application Fees, substitution fees, release fees, Modification
Fees, consent fees, review fees, processing fees, amounts collected for checks returned for insufficient funds, charges for beneficiary
statements or demands, other loan processing fees and similar fees and expenses to which the Servicer and the Special Servicer,
as applicable, is entitled (to the extent 




    -6-


    


    

permitted by (or not otherwise prohibited by)) and specifically allocated to such amounts
or actually paid by the Borrowers 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 and any Reserve Account pursuant
to Section 3.8 of this Agreement.


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


“Additional
Interest Distribution Amount”: With respect to any Distribution Date and the Class X-EXT Certificates, the amount of
the interest that accrued on each Component of the Trust Loan at a rate equal to the Additional Interest Rate during the related
Certificate Interest Accrual Period on such Distribution Date.


“Additional
Interest Rate”: With respect to any Distribution Date, the excess (if any) of the Rate Index Floor for the Trust Loan,
for the related Payment Date over the LIBOR Rate Index for the Certificates or the Alternate Rate Index for the Certificates, as
applicable, for such Distribution Date.


“Additional
Form 10-D Disclosure” The information described in the Form 10-D items set forth under the “Item on Form 10-D”
column on Exhibit R hereto.


“Additional
Form 10-K Disclosure” The information described in the Form 10-K items set forth under the “Item on Form 10-K”
column on Exhibit T hereto.


“Additional
Servicer”: Each Affiliate of the Servicer or the Special Servicer that Services the Mortgage Loan and each Person who
is not an Affiliate of the Servicer, other than the Special Servicer or the Certificate Administrator, who Services the Mortgage
Loan as of any date of determination.


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


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


“Advance
Rate”: As defined in Section 3.23(d).


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


“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. For purposes of this definition, the Borrowers and any Person that is a Restricted
Holder shall be deemed to be an Affiliate of the Borrowers. The Trustee and/or the Certificate Administrator 




    -7-


    


    

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, a Mezzanine Borrower, the Operating Advisor
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, a Mezzanine Borrower, the Operating Advisor or the Depositor.


“Aggregate
Pro Rata Principal Prepayment Distribution Amount”: For each Distribution Date will be the aggregate amount of any prepayment
of the Mortgage Loan received during the related Collection Period, provided that any such prepayment will not be considered
a prepayment for purposes of this definition to the extent that (i) a Mortgage Loan Event of Default has occurred and is continuing
or (ii) such prepayment, together with all prior principal prepayments included as part of this definition on prior Distribution
Dates, exceeds $41,617,500.


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


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


“Alternate
Rate Index Conforming Changes”: As defined in the Mortgage Loan Agreement.


“Alternate
Rate Index”: As defined in the Mortgage Loan Agreement, provided, that in no event shall the Alternate Rate for
the Certificate be less than the Certificate Rate Index Floor plus the Certificate Spread.


“Alternate
Rate Loan”: The Floating Rate Loan at such time as interest thereon accrues at a rate of interest based upon the Alternate
Rate.


“Alternate
Rate Servicing Agreement Conforming Changes”: As defined in Section 4.6(c).


“Alternate
Rate Spread Adjustment”: As defined in the Mortgage Loan Agreement.


“Allocated
Mortgage Loan Amount”: With respect to each Property, the Release Amount as defined in the Mortgage Loan Agreement for
such Property.


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


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


“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




    -8-


    


    

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 Certificates in respect of
Realized Losses pursuant to Section 4.1(g).


“Appraisal”:
With respect to each Property or Foreclosed Property, an appraisal of such Property or Foreclosed Property, 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; provided that after an initial
“Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be
considered an “Appraisal” hereunder for all purposes. 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 a Property or Foreclosed
Property (as applicable) 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 a Property as of the day the Mortgage Loan was originated).
With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised
value (as determined by an updated Appraisal) of the Properties securing the Mortgage Loan will be determined on an “as-is”
basis, based upon the current physical condition, use and zoning of the related Properties as of the date of the Appraisal.


“Appraisal
Reduction Amount”: As of any date of determination, 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 each Component at the applicable Component
Rate, (B) all unreimbursed Administrative Advances, Property Protection Advances, interest on all Advances at the Advance Rate
in respect of the Mortgage Loan or Properties and interest on all Companion Loan Advances, (C) the amount of any Advances and interest
thereon previously reimbursed from principal collections on the Mortgage Loan that have not otherwise been recovered from the Borrowers,
(D) 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 Properties (which taxes, premiums and other amounts have not been the
subject of an Advance) and (E) to the extent not duplicative of amounts in clauses (B), (C) or (D), all unpaid
Trust Fund Expenses then due under this Agreement over (ii) the sum of (A) 90% of the appraised value (as determined by an
Appraisal) of the Properties securing the Mortgage Loan less the amount of any liens (exclusive of Permitted Encumbrances) on the
related Properties senior to the lien of the Mortgage Loan Documents plus (B) any escrows with respect to the Mortgage Loan,
including for taxes, insurance premiums and ground rents, if any. The Trust Loan and the Companion Loans will be treated as a single
mortgage loan for purposes of calculating an Appraisal Reduction Amount. Any Appraisal Reduction Amount in respect of the Mortgage
Loan will be allocated first to Component HRR (pro rata to each




    -9-


    


    

component thereof based upon their respective
outstanding principal balances), up to the full outstanding principal balance thereof, then to Component H (pro rata to
each component thereof based upon their respective outstanding principal balances), up to the full outstanding principal balance
thereof, then to Component G (pro rata to each component thereof based upon their respective outstanding principal balances),
up to the full outstanding principal balance thereof, then to Component F (pro rata to each component thereof based upon
their respective outstanding principal balances), then to Component E (pro rata to each component thereof based upon their
respective outstanding principal balances), then to Component D (pro rata to each component thereof based upon their respective
outstanding principal balances), then to Component C (pro rata to each component thereof based upon their respective outstanding
principal balances), then to Component B (pro rata to each component thereof based upon their respective outstanding principal
balances), and then to Component A (pro rata to each component thereof based upon their respective outstanding principal
balances), in each case up to the full outstanding principal balance thereof. The portion of the Appraisal Reduction Amounts allocated
to the Components comprising the Trust Notes is referred to herein as the “Trust Appraisal Reduction Amount”.


“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 is anticipated within 120 days after the Maturity Date of the Mortgage
Loan (as evidenced by a fully executed term sheet or refinancing commitment or a signed purchase and sale agreement in a manner
consistent with CMBS market practices and that is satisfactory in form and substance to the Servicer from an acceptable lender
or purchaser delivered on or prior to the due date of such Balloon Payment that provides that such refinancing or sale will 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 Payments or Balloon Payment 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) immediately after a receiver has been appointed in respect of any of the
Properties on behalf of the Trust or any other creditor, (vi) immediately after any of the Borrowers or the Guarantor declares,
or becomes the subject of, bankruptcy, insolvency or similar proceeding, admits in writing the inability to pay its debts as they
came due or makes an assignment for the benefit of creditors, or (vii) immediately after a Property becomes a Foreclosed Property.


“Appraised-Out
Class”: As defined in Section 3.7(e).


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


“Assignment
of Interest Rate Cap Agreement”: As defined in the Mortgage Loan Agreement.


“Assignment
of Management Agreement”: With respect to any Property, as defined in the Mortgage Loan Agreement.




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


“Assumed
Monthly Payment”: With respect to any Distribution Date (including any Distribution Date following a delinquency in the
payment of the Balloon Payment or the foreclosure 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), shall be equal to the scheduled monthly
payment of interest that would have been due in respect of the Floating Rate Loan or the Fixed Rate Trust Loan on the Maturity
Date of the Floating Rate Loan or the Maturity Date of the Fixed Rate Loan, as applicable (excluding the principal portion of the
applicable Balloon Payment), and each subsequent Payment Date (or Assumed Payment Date) if the Trust Loan had been required to
continue to accrue interest in accordance with its terms (other than Default Interest), in effect immediately prior to, and without
regard to the occurrence of the Maturity Date of the Floating Rate Loan or the Maturity Date of the Fixed Rate Loan, as applicable,
or the occurrence of a foreclosure 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, in respect of the Trust Loan on the last Payment Date
(or Assumed Payment Date) prior to its foreclosure or acceptance of a deed-in-lieu, in each case as such terms may have been modified,
and such Maturity Date of the Floating Rate Loan or Maturity Date of the Fixed Rate Loan, as applicable, may have been extended,
in connection with a bankruptcy or similar proceeding involving the Borrowers or otherwise 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 of the Mortgage Loan or acceptance by the Trustee on behalf of the Trust Fund and the Companion Loan
Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan, 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 acceptance by the Trustee on behalf
of the Trust Fund and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan
had not occurred.


“Assumption
Application Fees”: With respect to the Mortgage Loan, any and all assumption application fees actually paid by or on
behalf of the Borrowers in accordance with the Mortgage Loan Documents, with respect to any application submitted to the Servicer
or the Special Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in any Borrower.


“Assumption
Fees”: Any and all assumption fees actually paid by or on behalf of the Borrowers in accordance with the Mortgage Loan
Documents, with respect to any assumption or substitution agreement entered into by the Servicer or the Special Servicer or paid
by or on behalf of the Borrowers with respect to any transfer of an interest in a Borrower.




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“Authenticating
Agent”: As defined in Section 0(a).


“Available
Funds”: With respect to any Distribution Date, an amount equal to (i) all amounts (other than Prepayment Charges)
received in respect of the Mortgage Loan during the related Collection Period or advanced in respect of interest with respect to
such Distribution Date (including, without limitation, any Repurchase Price for the Trust Loan or purchase price of the Mortgage
Loan received by the Trust, Condemnation Proceeds, Insurance Proceeds and/or Liquidation Proceeds received by the Trust), plus
(ii) if such Distribution Date is the Distribution Date occurring in March of each year (or February, if such Distribution Date
is the final Distribution Date), Withheld Amounts to be withdrawn from the Interest Reserve Account for such Distribution Date,
plus (iii) if such Distribution Date is the Distribution Date occurring in March 2020, the Interest Deposit Amount remitted on
the Closing Date by the Depositor to the Interest Reserve Account, minus (iv) an amount equal to the applicable Withheld Amount
in the case of the February Distribution Date and any January Distribution Date occurring in a year that is not a leap year (unless,
in either case, such Distribution Date is the final Distribution Date), minus (v) Trust Fund Expenses, any portion of such amounts
received in respect of the Mortgage Loan that are required to be distributed to the Companion Loan Holders pursuant to the terms
of the Co-Lender Agreement and any other Available Funds Reduction Amount for such Distribution Date.


“Available
Funds Reduction Amount”: As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during
the related Collection Period from the Collection Account pursuant to Section 3.4(c).


“Balloon
Payment”: The payment of the amount of principal of the Mortgage Loan, together with all accrued and unpaid interest,
due and payable on the Maturity Date.


“Base Interest
Fraction”: With respect to any principal prepayment on the Components of the Trust Loan and with respect to any Class
of Certificates is a fraction (A) whose numerator is the greater of (x) zero and (y) the positive difference between (i) the Pass-Through
Rate on such Class of Certificates for the related Distribution Date, and (ii) the Prepayment Rate used in calculating the Prepayment
Charges, as applicable, with respect to such principal prepayment and (B) whose denominator is the positive difference between
(i) the Net Component Rate on the related Component of the Mortgage Loan and (ii) the Prepayment Rate used in calculating the Prepayment
Charges, as applicable, with respect to such principal prepayment; provided, however, that under no circumstances will the Base
Interest Fraction be greater than one. If the Prepayment Rate is greater than the Component Rate on the related Component, then
the Base Interest Fraction shall equal zero.


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


“Benchmark
Transition Event”: As defined in the Mortgage Loan Agreement.


“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).




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Each of the Depositor, the Trustee,
the Certificate Administrator, the Special Servicer and the Servicer, as applicable, shall 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
Affiliate”: Any of the following: the Borrowers, any other Borrower Party, the Mezzanine Borrower, any Restricted Holder,
the Loan Sponsor, the Guarantor (or any replacement guarantor), the Mezzanine Guarantor (or any replacement guarantor), or (b)
the general partner or managing member or any of their respective Control Affiliates or agents.


“Borrower
Party”: The Borrowers, Principal, the Mezzanine Borrower, and any consolidated entity that includes any of the foregoing.


“Borrowers”:
As defined in the Introductory Statement.


“Business
Day”: Any day other than a Saturday, Sunday or any other day on which any of the following are not open for business:
(a) national banks in New York, New York, (b) the place of business of the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer or the financial institution that maintains the Collection Account, any Foreclosed Property Account or any
Reserve Accounts in respect of the Mortgage Loan, or (c) the New York Stock Exchange or the Federal Reserve Bank of New York.


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


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


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


“Certificate”:
Any Class A-FL, Class X-CP, Class X-EXT, Class B-FL, Class C-FL, Class D-FL, Class E-FL, Class F-FL, Class G-FL, Class H-FL, Class
X-HFL, Class A-FX, Class XA-FX, Class XB-FX, Class B-FX, Class C-FX, Class D-FX, Class E-FX, Class F-FX, Class G-FX, Class H-FX,
Class HRR or Class R Certificate.


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed as herein provided, such certificate administrator. Wells Fargo Bank, National Association
will perform its role as Certificate Administrator through its Corporate Trust Services division.


“Certificate
Administrator Fee”: With respect to the Trust Loan and for any Distribution Date, an amount accrued during the related
Mortgage Loan Interest Accrual Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Trust
Loan as of the close of business on the Distribution Date in such Mortgage Loan Interest Accrual Period; provided that such
amounts shall be computed for the same period and on the same interest accrual basis respecting which any related interest payment
due or deemed due on the Trust Loan is computed and shall be prorated for partial periods. A portion of the Certificate Administrator
Fee, namely the Trustee Fee, shall be payable to the Trustee. For the avoidance of




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doubt, the Certificate Administrator
Fee shall be deemed to be payable from the Lower-Tier REMIC.


“Certificate
Administrator Fee Rate”: With respect to the Trust Loan, a rate equal to 0.00580% per annum, calculated on the
same interest accrual basis as the Mortgage Loan. A portion of the Certificate Administrator Fee Rate shall constitute the Trustee
Fee and shall be payable to the Trustee.


“Certificate
Administrator’s Website”: The internet website of the Certificate Administrator, initially located at www.ctslink.com.


“Certificate
Balance”: With respect to each outstanding Class of Principal Balance Certificates (including the Class HRR (FL
Component) or the Class HRR (FX Component)) at any date, an amount equal to the aggregate initial Certificate Balance of such Class as
set forth in the Introductory Statement less the sum of (a) all amounts distributed to Certificateholders 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 allocated to such Class of Certificates, if any, pursuant to Section 4.1(h). With respect to any
individual Certificate in any Class, the product of (x) the Percentage Interest represented by such Certificate multiplied
by (y) the Certificate Balance of such Class.


“Certificate
Interest Accrual Period”: With respect to each Class of Series FX Certificates and any Distribution Date, the period
beginning on the 10th day of the month preceding the month in which such Distribution Date occurs and ending on the 9th day of
the month in which such Distribution Date occurs. With respect to each Class of Series FL Certificates and any Distribution Date,
the period beginning on the 16th day of the month preceding the month in which such Distribution Date occurs (or with
respect to the first Distribution Date after the Closing Date, the Closing Date) and ending on the 15th day of the month
in which such Distribution Date occurs.


“Certificate
Rate Index Floor”: 0.00%.


“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.3(a).


“Certificate
Spread”: For any Class of Floating Rate Certificates, percentage over the LIBOR Rate Index (expressed as a number of
basis points) used to determine the Pass- Through Rate for such Class and set forth in the table below:


	
        Class
	
        Certificate
        Spread(1)





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        Class
	
        Certificate
        Spread(1)

	Class A-FL	0.8600%
	Class B-FL	1.1000%
	Class C-FL	1.3000%
	Class D-FL	1.5500%
	Class E-FL	1.8500%
	Class F-FL	2.5000%
	Class G-FL	3.0000%
	Class H-FL	4.0000%
	Class HRR (FL
    Component)	9.6000%



____________________


		(1)	The Certificate Spread for each Class of Floating Rate Certificates, or with respect to the Class
HRR Certificates, the Class HRR (FL Component), will increase by 0.2500% upon the commencement of the second Floating Rate Loan
Extension Term.



“Certificateholder”
or “Holder”: With respect to any Certificate, the Person in whose name a Certificate is registered in the Certificate
Register; provided, however, that solely for the purposes of providing, distributing or otherwise making available any reports,
statements, communications or other information as required or permitted to be provided, distributed or made available to a Certificateholder
under this Agreement, a Certificateholder shall include any Beneficial Owner to the extent that the Person providing, distributing
or making available such reports, statements, communications or other information has received from such Beneficial Owner an Investor
Certification that such Person is a Beneficial Owner; and provided further that, solely for the purposes of giving any consent,
waiver, request or demand or taking any action (including, without limitation, selecting or appointing a Directing Certificateholder),
any Certificate beneficially owned by the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, any Borrower
Affiliate, the Manager or any of their sub-servicers, or any of their respective Affiliates or agents, shall be deemed not
to be outstanding and the Voting Rights to which it is entitled and the Certificate Balance of such Certificate shall not be taken
into account in determining whether the requisite percentage of Voting Rights and/or of the Certificate Balance of the Certificates
or any Class of Certificates necessary to take any such action or effect any such consent, waiver, request or demand has been obtained;
provided that the foregoing limitation will not be construed so as to limit or prevent a Controlling Class Certificateholder or
the Directing Certificateholder, solely based on it being (to the extent it is) an Affiliate of the Special Servicer, from exercising
any appointment, consent or consultation rights it may have under this Agreement solely in its capacity as Controlling Class Certificateholder
or Directing Certificateholder (unless, for the avoidance of doubt, the Controlling Class Certificateholder or Directing Certificateholder
is the Servicer, the Trustee, the Certificate Administrator, any Borrower Affiliate, any Restricted Holder, the Manager or any
of the subservicers or respective Affiliates or agents of the foregoing). Notwithstanding the foregoing, for purposes of obtaining
the consent of Certificateholders to an amendment of this Agreement, any Certificate beneficially owned by the Trustee, the Certificate
Administrator, the Servicer, the Special Servicer or any of their respective Affiliates shall be deemed to be outstanding; provided
that such amendment does not relate to the termination of, increase in compensation of or material reduction in obligations of,
the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or any of their Affiliates (other than solely in
its capacity as a Certificateholder) in any material respect, in which case such Certificate shall be deemed not to be outstanding.
The




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Trustee, the Certificate Administrator
and the Certificate Registrar may obtain and conclusively rely upon an Officer’s Certificate of the Depositor, the Servicer,
the Special Servicer, the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator),
the Borrowers, a Borrower Affiliate, the Manager, or any sub-servicer to determine whether a Certificate is beneficially owned
by an Affiliate of any of them.


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer described
in Section 7.1(e) (other than at the recommendation of the Operating Advisor), the Holders of the Certificates evidencing
at least 50% of the aggregate Voting Rights (taking into account the application of any Realized Losses and the application of
Trust Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to the terms of this
Agreement) of all Certificates.


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


“Class A
Certificate”: Any of the Class A-FL and Class A-FX Certificates.


“Class A
Component”: The Component of the Mortgage Loan designated as Component A in the Mortgage Loan Agreement.


“Class A-FL
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-FL Certificate.


“Class A-FL
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class A-FX
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-FX Certificate.


“Class A-FX
Pass-Through Rate”: On each Distribution Date, a per annum rate equal to the Initial Pass-Through Rate for such
Class.


“Class B
Certificate”: Any of the Class B-FL and Class B-FX Certificates.


“Class B
Component”: The Component of the Mortgage Loan designated as Component B in the Mortgage Loan Agreement.


“Class B-FL
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-FL Certificate.


“Class B-FL
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.




    -16-


    


    

“Class B-FX
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-FX Certificate.


“Class B-FX
Pass-Through Rate”: On each Distribution Date, a per annum rate equal to the Initial Pass-Through Rate for such
Class.


“Class C
Certificate”: Any of the Class C-FL or Class C-FX Certificates.


“Class C
Component”: The Component of the Mortgage Loan designated as Component C in the Mortgage Loan Agreement.


“Class C-FL
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-FL Certificate.


“Class C-FL
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class C-FX
Certificate”: On each Distribution Date, a per annum rate equal to the Initial Pass-Through Rate for such Class.


“Class C-FX
Pass-Through Rate”: On each Distribution Date, a per annum rate equal to the Initial Pass-Through Rate for such
Class.


“Class D
Certificate”: Any of the Class D-FL and Class D-FX Certificates.


“Class D-FL
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-FL Certificate.


“Class D-FL
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class D-FX
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-FX Certificate.


“Class D-FX
Pass-Through Rate”: On each Distribution Date, a per annum rate equal to the Initial Pass-Through Rate for such
Class.


“Class E
Certificate”: Any of the Class E-FL and Class E-FX Certificates.


“Class E-FL
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-FL Certificate.




    -17-


    


    

“Class E-FL
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class E-FX
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-FX Certificate.


“Class E-FX
Pass-Through Rate”: On each Distribution Date, a per annum rate equal to the Net Component Rate of Component E-FX.


“Class F
Certificate”: Any of the Class F-FL and Class F-FX Certificates.


“Class F-FL
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-FL Certificate.


“Class F-FL
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class F-FX
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-FX Certificate.


“Class F-FX
Pass-Through Rate”: On each Distribution Date, a per annum rate equal to the Net Component Rate of Component F-FX.


“Class G
Certificate”: Any of the Class G-FL and Class G-FX Certificates.


“Class G-FL
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-FL Certificate.


“Class G-FL
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class G-FX
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-FX Certificate.


“Class G-FX
Pass-Through Rate”: On each Distribution Date, a per annum rate equal to the Net Component Rate of Component G-FX.


“Class H
Certificate”: Any of the Class H-FL and Class H-FX Certificates.


“Class H-FL
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 H-FL Certificate.




    -18-


    


    

“Class H-FL
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class H-FX
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 H-FX Certificate.


“Class H-FX
Pass-Through Rate”: On each Distribution Date, a per annum rate equal to the Net Component Rate of Component H-FX.


“Class HRR
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 HRR Certificate. The Class HRR Certificates will evidence the
Class HRR (FL Component) and the Class HRR (FX Component).


“Class HRR
(FL Component)”: A class of regular interests in the Upper-Tier REMIC represented by the Class HRR Certificates that
has the original Certificate Balance and Pass-Through Rate set forth in the Introductory Statement.


“Class HRR
(FL Component) Balance”: With respect to Class HRR (FL Component) at any date, an amount equal to the aggregate initial
balance of Class HRR (FL Component) as set forth in the table in the Introductory Statement less the sum of (a) all amounts
distributed to Certificateholders in respect of Class HRR (FL Component) on all previous Distribution Dates and treated under this
Agreement as allocable to principal and (b) the aggregate amount of Realized Losses allocated to Class HRR (FL Component),
if any, pursuant to Section 4.1(g).


“Class HRR
(FL Component) Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this
Agreement.


“Class HRR
(FX Component)”: A class of regular interests in the Upper-Tier REMIC represented by the Class HRR Certificates that
has the original Certificate Balance and Pass-Through Rate set forth in the Introductory Statement.


“Class HRR
(FX Component) Balance”: With respect to Class HRR (FX Component) at any date, an amount equal to the aggregate initial
balance of Class HRR (FX Component) as set forth in the table in the Introductory Statement less the sum of (a) all amounts
distributed to Certificateholders in respect of Class HRR (FX Component) on all previous Distribution Dates and treated under this
Agreement as allocable to principal and (b) the aggregate amount of Realized Losses allocated to Class HRR (FX Component),
if any, pursuant to Section 4.1(g).


“Class HRR
(FX Component) Pass-Through Rate”: On each Distribution Date, a per annum rate equal to the Net Component Rate
of Component HRR-FX.


“Class HRR
Pass-Through Rate”: On each Distribution Date, a variable rate per annum that will produce an amount equal to
(i) the aggregate of interest accrued on (1) the Class HRR (FL Component) Balance of the Class HRR (FL Component) on an actual/360
basis at the




    -19-


    


    

Class HRR (FL Component) Pass-Through
Rate for such Distribution Date plus (2) the Class HRR (FX Component) Balance of the Class HRR (FX Component) on a 30/360 basis
at the Class HRR (FX Component) Pass-Through Rate for such Distribution Date, divided by (b) the Certificate Balance of the Class
HRR Certificates, multiplied by (c) 12.


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


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


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


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


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


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


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


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


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


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


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




    -20-


    


    

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


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


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


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


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


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


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


“Class LT-R
Interest”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest will be represented by the Class R
Certificates.


“Class Principal
Distribution Amount”: For each Distribution Date and each Class of Principal Balance Certificates, the sum of (i) (x)
prior to the occurrence of a Liquidation Event and so long as a Mortgage Loan Event of Default has not occurred and is continuing
(A) with respect to the Fixed Rate Certificates, the Regular Principal Distribution Amount for such Class of Certificates, and
(B) with respect to each Floating Rate Certificate, the sum of (I) the Regular Principal Distribution Amount for such Class of
Certificates and (II) the Pro Rata Principal Prepayment Distribution Amount for such Class of Certificates, or (y) after the occurrence
of a Liquidation Event or if a Mortgage Loan Event of Default has occurred and is continuing, the Liquidation/Default Principal
Distribution Amount for such Distribution Date and such Class of Certificates, plus (ii) the aggregate Principal Shortfalls for
such Class of Certificates in respect of prior Distribution Dates.


“Class R
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-11 hereto and designated as a Class R Certificate. The Class R Certificates have neither a Certificate
Balance nor a Pass-Through Rate. The Class R Certificates will evidence the Class LT-R and Class UT-R Interests.




    -21-


    


    

“Class UT-R
Interest”: The residual interest in the Upper-Tier REMIC. The Class UT-R Interest will be represented by the Class R
Certificates.


“Class X
Certificates”: The Class X-CP, Class X-EXT, Class X-HFL, Class XA-FX and/or Class XB-FX Certificates, as applicable.


“Class XA-FX
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 XA-FX Certificate.


“Class XA-FX
Notional Amount”: The aggregate Certificate Balance of the Class A-FX Certificates.


“Class XA-FX
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class XB-FX
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 XB-FX Certificate.


“Class XB-FX
Notional Amount”: The aggregate Certificate Balance of the Class B-FX, Class C-FX, Class D-FX, Class E-FX, Class F-FX
and Class G-FX Certificates.


“Class XB-FX
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class X-CP
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-CP Certificate.


“Class X-CP
Notional Amount”: The aggregate Certificate Balance of the Class B-FX, Class C-FX and Class D-FX Certificates.


“Class X-CP
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class X-CP
Spread Maintenance Payment Distribution Amount”: With respect to any Distribution Date with respect to which Spread Maintenance
Payments were collected during the related Collection Period, an amount equal to the product of (i) the amount of all Spread Maintenance
Payments collected during the related Collection Period and (ii) the percentage set forth in Exhibit DD hereto for such
Distribution Date.


“Class X-EXT
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-EXT Certificate.


“Class X-EXT
Notional Amount”: The aggregate Certificate Balance of the Class B-FX, Class C-FX and Class D-FX Certificates.




    -22-


    


    

“Class X-EXT
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class X-HFL
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-HFL Certificate.


“Class X-HFL
Notional Amount”: The Certificate Balance of the Class H-FL Certificates.


“Class X-HFL
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


“Class X
Strip Rate”: For any Distribution Date for (1) each of the Class A-FX, Class B-FX, Class C-FX, Class D-FX, Class E-FX,
Class F-FX and Class G-FX Certificates shall equal the excess of (i) the applicable Net Component Rate of the Related Component
for such Distribution Date over (ii) the Pass-Through Rate of such Class of Certificates and (2) each of the Class B-FL, Class
C-FL, Class D-FL and Class H-FL Certificates shall equal the excess, if any, of (a) the Net Component Rate of the related Floating
Rate Component for each such Floating Rate Class for the related Distribution Date over (b) the sum of (A) the Pass-Through Rate
for each such Floating Rate Class of Certificates for such Distribution Date and (B) the Additional Interest Rate for such Distribution
Date; provided that, if for any Mortgage Loan Interest Accrual Period the Floating Rate Components accrue interest at the
Alternate Rate, the Class X Strip Rate for the related Floating Rate Certificate Interest Accrual Period, Distribution Date and
Class of Certificates will be the Class X Strip Rate for such Class of Certificates for the first Distribution Date.


“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.


“Clearstream”:
As defined in Section 0(a).


“Closing
Date”: March 5, 2020.


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


“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.


“Collateral”:
The Properties securing the Mortgage Loan, the Mortgage Loan Documents 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 that is subject to security interests and liens granted to secure the Mortgage Loan under the terms of the Mortgage
Loan Documents.




    -23-


    


    

“Collection
Account”: As defined in Section 0(a).


“Collection
Period”: (i) With respect to the first Distribution Date following the Closing 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 such
Distribution Date.


“Commission”:
The Securities and Exchange Commission.


“Companion
Loan Holder”: The holder of a Companion Loan.


“Companion
Loan Rating Agency”: With respect to a Companion Loan or any portion thereof, any rating agency that was engaged by a
participant in the securitization of such Companion Loan or such portion 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 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 3.28(c) 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. With respect to any matter affecting
any Companion Loan, so long as such Companion Loan (or any portion thereof) is subject to a securitization transaction, any Rating
Agency Confirmation will also refer to confirmation in writing (which may be in electronic format) by each applicable rating agency
that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal
or qualification of the then current rating assigned to any class of securities backed by such Companion Loan or any portion thereof
(if then rated by such rating agency); provided that a written waiver (which may be in electronic format) or other acknowledgment
from such rating agency indicating its decision not to review or to decline to review the matter for which the Rating Agency Confirmation
is sought will be deemed to satisfy the requirement for the Rating Agency Confirmation from the rating agency with respect to such
matter.


“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).


“Component”:
Any of the following Components of the Mortgage Loan: Component A-FL, Component B-FL, Component C-FL, Component D-FL, Component
E-FL,




    -24-


    


    

Component F-FL, Component G-FL, Component
H-FL, Component HRR-FL, Component A-FX, Component A-FX-C, Component B-FX, Component B-FX-C, Component C-FX, Component D-FX, Component
E-FX, Component F-FX, Component G-FX, Component H-FX and Component HRR-FX.


“Component
A-FL”: As defined in the Mortgage Loan Agreement.


“Component
A-FX”: As defined in the Mortgage Loan Agreement.


“Component
A-FX-C”: As defined in the Mortgage Loan Agreement.


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


“Component
B-FL”: As defined in the Mortgage Loan Agreement.


“Component
B-FX”: As defined in the Mortgage Loan Agreement.


“Component
B-FX-C”: As defined in the Mortgage Loan Agreement.


“Component
C”: Collectively, “Component C-FX”, “Component C-FL”, each as defined in the Mortgage Loan Agreement.


“Component
C-FL”: As defined in the Mortgage Loan Agreement.


“Component
C-FX”: As defined in the Mortgage Loan Agreement.


“Component
D”: Collectively, “Component D-FX” and “Component D-FL”, each as defined in the Mortgage Loan
Agreement.


“Component
D-FX”: As defined in the Mortgage Loan Agreement.


“Component
D-FL”: “As defined in the Mortgage Loan Agreement.


“Component
E”: Collectively, “Component E-FX” and “Component E-FL”, each as defined in the Mortgage Loan
Agreement.


“Component
E-FL”: As defined in the Mortgage Loan Agreement.


“Component
E-FX”: As defined in the Mortgage Loan Agreement.


“Component
F”: Collectively, “Component F-FL” and “Component F-FX”, each as defined in the Mortgage Loan
Agreement.


“Component
F-FL”: As defined in the Mortgage Loan Agreement.


“Component
F-FX”: As defined in the Mortgage Loan Agreement.


“Component
G”: Collectively, “Component G-FL” and “Component G-FX”, each as defined in the Mortgage Loan
Agreement.




    -25-


    


    

“Component
G-FL”: As defined in the Mortgage Loan Agreement.


“Component
G-FX”: As defined in the Mortgage Loan Agreement.


“Component
H”: Collectively, “Component H-FL” and “Component H-FX”, each as defined in the Mortgage Loan
Agreement.


“Component
H-FL”: As defined in the Mortgage Loan Agreement.


“Component
H-FX”: As defined in the Mortgage Loan Agreement.


“Component
HRR”: Collectively, “Component HRR-FX” and “Component HRR-FL”, each as defined in the Mortgage
Loan Agreement.


“Component
HRR-FL”: As defined in the Mortgage Loan Agreement.


“Component
HRR-FX”: As defined in the Mortgage Loan Agreement.


“Component
Rate”: As of the date of any determination, with respect to each Component of the Mortgage Loan, the per annum
rate at which interest accrues on such Component set forth in the Mortgage Loan Agreement without giving effect to the Default
Rate.


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


“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 Servicer or the Special Servicer, as applicable, all material non-public information
obtained in the course of and as a result of such Person’s performance of its duties as Servicer or Special Servicer, as
applicable, with respect to the Mortgage Loan, the Borrower Affiliates and the Properties, 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 Servicer or Special Servicer, as applicable, (iii) is or becomes generally available
to the public other than as a result of a disclosure by the Servicer Servicing Personnel or Special Servicer Servicing Personnel
or (iv) is required to be disclosed by a court or administrative order or lawful discovery demand, provided such Person shall
use reasonable efforts to obtain confidential treatment thereof. Notwithstanding the foregoing, the Trustee and the Certificate
Administrator shall be permitted to comply with their respective obligations hereunder to make information available to the extent
that such information was received by it in its capacity as Trustee or Certificate Administrator, as applicable.


“Consultation
Termination Event”: Any date on which the Class H Certificates no longer have a then-outstanding Certificate Balance
at least equal to 25% of the initial Certificate Balance of that Class, without regard to the application of any Trust Appraisal
Reduction Amounts.


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




    -26-


    


    

“Control
Affiliate”: means, as to any particular Person, any Person, directly or indirectly through one or more intermediaries,
Controlling, Controlled by or under common Control with, the Person in question. As used solely in this definition of “Control
Affiliate”, “control” means (a) the ownership, directly or indirectly, in the aggregate of 10% or more of the
beneficial ownership interests of an entity, or (b) the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise
(other than possession of voting or control rights granted to the Mezzanine Lender pursuant to the Mezzanine Loan Documents, the
exercise of which is contingent upon the occurrence and continuance of an event of default under the Mezzanine Loan Documents,
unless and until so exercised by a Mezzanine Lender). “Controlled by,” “Controlling” and “under common
Control with” have the respective correlative meanings to such terms. The Trustee and/or the Certificate Administrator may
obtain and rely upon a certification of any Borrower, any Mezzanine Borrower, any Loan Sponsor, any Guarantor (or any replacement
guarantor), any Restricted Holder, as applicable, to determine whether any Person is a Control Affiliate.


“Control
Event”: With respect to any date of determination, if the Certificate Balance of the Class H Certificates on such date
(taking into account the application of any Trust Appraisal Reduction Amounts (other than deemed Trust Appraisal Reduction Amounts)
to notionally reduce the Certificate Balance of such Class) is less than 25% of the initial Certificate Balance of such Class.
If a Control Event no longer exists, then the Directing Certificateholder shall regain all the consent and direction rights of
the Directing Certificateholder set forth in this Agreement.


“Controlling
Class”: As of any date of determination, the most subordinate Class of the Class H and Class HRR Certificates then outstanding
that has an aggregate Certificate Balance, as reduced by any Trust Appraisal Reduction Amounts allocable to such Class, at least
equal to 25% of the initial Certificate Balance of such Class or, if none of the Class H and Class HRR Certificates satisfy the
foregoing requirement, the Controlling Class shall be the Class H Certificates, so long as no Consultation Termination Event has
occurred. No other Class of Certificates will be eligible to act as a Controlling Class or appoint a Directing Certificateholder.
If a Consultation Termination Event has occurred, there will be no Controlling Class and no Directing Certificateholder. For the
avoidance of doubt, the Class HRR-FL (Component) and Class HRR-FX (Component) shall collectively constitute the Class HRR Certificates,
and any rights described in this Agreement as rights of the Class HRR Certificates will be exercised by the Class HRR-FL (Component)
and Class HRR-FX (Component) on an aggregate basis, with each such Class entitled to such rights based on its respective Certificate
Balance.


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




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foregoing, for purposes of determining
the Directing Certificateholder, exercising any rights of the Controlling Class or the Directing Certificateholder or receiving
Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, any holder of any interest
in a Controlling Class Certificate who is a Borrower Affiliate, the Manager or an agent or Affiliate of the foregoing, or is a
Restricted Holder, will not be deemed to be a Holder of the related Controlling Class and shall not be entitled to exercise such
rights or receive such information, and any Directing Certificateholder previously appointed or selected by such holder will thereafter
not be entitled to exercise any rights of the Directing Certificateholder. If, as a result of the preceding sentence, no Holder
of Controlling Class Certificates would be eligible to exercise such rights, there will be no Directing Certificateholder or Controlling
Class.


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


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and Certificate Administrator, initially located at
9062 Old Annapolis Road, Columbia, Maryland 21045-1951, Attention: Corporate Trust Services: J.P. Morgan Chase Commercial Mortgage
Securities Trust 2020-NNN or the principal trust office of any successor Trustee qualified and appointed pursuant to this Agreement
and is located, with respect to Certificate transfers and surrenders, at 600 South 4th Street, 7th Floor MAC N9300-070, Minneapolis,
Minnesota 55479, Attention: Certificate Transfers Services (CMBS) J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN
or the principal corporate trust office of any successor Trustee or Certificate Administrator, as applicable, qualified and appointed
pursuant to Section 8.8.


“Credit Risk
Retention Rules”: The Credit Risk Retention Regulations, 79 Fed. Reg. 77601, pages 77740-77766 (Dec. 24, 2014), jointly
promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission, and the Department of
Housing and Urban Development (the “Agencies”) (which such joint final rule has been codified, inter alia, at 17 C.F.R.
§ 246) to implement the credit risk retention requirements under 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 regulations may be amended from time
to time by such Agencies, and subject to such clarification and interpretation as have been provided by such Agencies, whether
in the adopting release, or as may be provided by any such Agency or its staff from time to time, in each case, as effective from
time to time as of the applicable compliance date specified therein.


“CREFC®”:
The Commercial Real Estate Finance Council®, or any association or organization that is a successor thereto. If
neither such association nor any successor remains in existence, “CREFC®” shall 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




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


“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 and effective from time to time on the CREFC®
Website.


“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®
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.


“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.




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“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 and effective from time to time on the CREFC® Website.


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


“CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report”: 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®
Intellectual Property Royalty License Fee”: A fee, payable on a monthly basis, computed for the same period and on the
same interest accrual basis respecting which any related interest payment due or deemed due on the Trust Loan is computed at the
CREFC® Intellectual Property Royalty License Fee Rate (prorated for partial periods).


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to the Trust Loan, a rate equal to 0.0005% per annum.


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


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


“CREFC®
Loan Level Reserve/LOC Report”: The monthly report 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.




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“CREFC®
Loan Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Liquidation Report” available 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 and the Special Servicer.


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


“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®
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, shall 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 each Property and/or in the aggregate for the
portfolio of Properties (depending on whether the Borrowers deliver the related financial statements and operating statements on
a per-Property basis or an aggregate basis) 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




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recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


“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 and effective from time to time on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


“CREFC®
REO Liquidation Report”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “REO Liquidation Report” available 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
and the Special Servicer.


“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 such may be amended, updated or supplemented from time to time
as part of the CREFC® “IRP” (Investor Reporting Package), and any additional reports that become part
of the CREFC® IRP from time to time (if agreed to by the parties hereto):


(i)       the
following seven 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, and (vii) CREFC® Special Servicer Loan File;
and


(ii)       the
following supplemental reports and templates: (i) CREFC® Comparative Financial Status Report, (ii) CREFC®
Delinquent Loan Status Report, (iii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® NOI Adjustment
Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch List, (viii) CREFC®
Loan Level Reserve/LOC Report, (ix) CREFC® Advance Recovery




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Report, (x) CREFC®
Total Loan Report, (xi) CREFC® Appraisal Reduction Template, (xii) CREFC® Servicer Realized Loss
Template, (xiii) CREFC® Reconciliation of Funds Template, (xiv) CREFC® Historical Bond/Collateral
Realized Loss Reconciliation Template, (xv) CREFC® Historical Liquidation Loss Template, (xvi) CREFC®
Interest Shortfall Reconciliation Template, (xvii) CREFC® Loan Liquidation Report, (xviii) CREFC®
REO Liquidation Report and (xix) CREFC® Loan Modification Report, as such reports may be amended, updated or supplemented
from time to time; and


(iii)       such
other reports and data files as CREFC® may designate as part of the “CREFC® Investor Reporting
Package” 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 and effective from time to time on the CREFC®
Website.


“CREFC®
Servicer Watch List”: 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” 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” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


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


“CREFC®
Website”: 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.


“Current
Interest Distribution Amount”: With respect to any Distribution Date for any Class of Certificates (other than the Class
HRR Certificates and the Class R Certificates), the amount equal to interest accruing during the related applicable Certificate
Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest Accrual Period on the outstanding Certificate
Balance or Notional Amount of such Certificates as of the prior




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Distribution Date (after giving effect
to distributions of principal and allocations of Realized Losses on such prior Distribution Date). With respect to any Distribution
Date and the Class HRR Certificates, the Current Interest Distribution Amount is equal to the sum of the interest accruing during
the related applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Distribution Date on the
Class HRR (FL Component) Balance and the Class HRR (FX Component) Balance as of the prior Distribution Date (after giving effect
to distributions of principal and allocations of Realized Losses on such prior Distribution Date).


“Custodian”:
The Certificate Administrator, in its capacity as the Custodian, performing its role through the document custody division of the
Certificate Administrator.


“Cut-off
Date”: With respect to the Fixed Rate Loan, February 10, 2020 and with respect to the Floating Rate Loan, the Closing
Date.


“CWCapital”:
CWCapital Asset Management LLC, a Delaware limited liability company, and its successors-in-interest.


“Default
Interest”: With respect to any Payment Date and the Trust Loan, upon the occurrence and during the continuance of a Mortgage
Loan Event of Default, interest accrued on each Component of the Trust Loan, at the excess of the Default Rate over the applicable
Component Rate during the related Mortgage Loan Interest Accrual Period on the outstanding principal balance of each such Component,
from the date such payment was due without regard to any grace or cure periods and, if the Mortgage Loan is not repaid, on the
Maturity Date, or such earlier date as may result from acceleration. Default Interest will accrue from and after the date of the
occurrence of the applicable Mortgage Loan Event of Default, or such earlier date as may result from acceleration, and, in any
case, will be calculated on the basis of a 360-day year and the actual number of days elapsed in the period for which the calculation
is being made.


“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 Trustee,
the Operating Advisor and each Servicing Function Participant and Additional Servicer retained by it (other than a Sub-Servicer
set forth on Exhibit W), any item (x) regarding such party, (y) prepared by such party or any registered public accounting
firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party
pursuant to the delivery requirements under Article 13 of this Agreement that does not conform to the applicable reporting requirements
under the Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.


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


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




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“Depositor”:
J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation, and its successors-in-interest.


“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”: With respect to each Distribution Date, the 10th day of the calendar month in which such Distribution
Date occurs or, if such 10th day is not a Business Day, the immediately preceding Business Day.


“Directing
Certificateholder”: The initial Directing Certificateholder shall be Shelter Growth Opportunities Master Fund LP, a Delaware
limited partnership. Thereafter, the Directing Certificateholder shall be the Controlling Class Certificateholder (or its representative)
as identified to the Certificate Administrator selected by the Majority Controlling Class Certificateholders by Certificate Balance,
as such balance is determined by the Certificate Registrar from time to time. No Borrower Affiliate may be appointed as or act
as a Directing Certificateholder. The initial Directing Certificateholder shall be CRE Fund Investments III LLC, a Delaware limited
liability company.


“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 Fund 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 shall not be considered to be Directly
Operated solely because the Trustee (or the Special Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect
to such 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 and other remuneration
(including, without limitation, in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing
arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without
limitation, the Trust, any Borrower, the Manager, any guarantor, any indemnitor or any other Borrower Affiliate in respect of the
Mortgage Loan or any of their Affiliates and any purchaser of the Mortgage Loan, a Companion Loan or Foreclosed Property) in connection
with the disposition, workout or foreclosure of the Mortgage Loan, the management or disposition of any Foreclosed Property, and
the performance by the Special




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Servicer or any such Affiliate of any
other special servicing duties under this Agreement, other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any
compensation to which the Special Servicer is entitled pursuant to Section 3.17 of this Agreement; provided, that any
compensation and other remuneration that the Servicer or Certificate Administrator is permitted to receive or retain pursuant to
this Agreement in connection with its duties in such capacity will not be Disclosable Special Servicer Fees.


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


“Disqualified
Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than
(i) a Non-U.S. 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 other
prescribed form or (ii) a Non-U.S. 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.


“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 FHLMC, 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 either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding is entitled to any payments. 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(a).


“Distribution
Date”: The 16th day of each month, or if such 16th day is not a Business Day, the next succeeding
Business Day.


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


“Due Diligence
Service Provider”: As defined in Section 8.14(b).


“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, the long term unsecured
debt obligations of which are rated at least “A” by Fitch or “A2” by Moody’s, 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 subject to supervision or examination by federal
or state authority, as applicable or (c) such other account or accounts not listed in clauses (a) or (b) above with respect to
which the Rating Agency Confirmation has been obtained from each Rating Agency. An Eligible Account will 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”: (a) PNC Bank, National Association, provided that the long-term unsecured debt obligations or deposits
of PNC Bank, National Association are rated at least “A” by Fitch, if the deposits are to be held in the account for
more than 30 days or the short-term unsecured debt obligations or deposits of PNC Bank, National Association are rated at least
“F1” by Fitch if the deposits are to be held in the account for 30 days or less; (b) Wells Fargo Bank, provided
that the long-term unsecured debt obligations of Wells Fargo Bank are rated at least “A” by Fitch if the deposits are
to be held in the account for more than 30 days or the short-term unsecured debt or deposit obligations of Wells Fargo Bank are
rated at least “F1” by Fitch if the deposits are to be held in the account for 30 days or less, (c) a depository
institution or trust company insured by the Federal Deposit Insurance Corporation, the short term unsecured debt obligations or
commercial paper of which are rated at least “F-1” by Fitch and in the case of letters of credit or accounts in which
funds are held for 30 days or less (or, in the case of accounts in which funds are held for more than 30 days, the long-term unsecured
debt obligations of which are rated at least “A” by Fitch) in the case of letters of credit or accounts in which funds
are held for more than 30 days or (d) an account maintained with any other insured depository institution that is the subject of
a Rating Agency Confirmation, from the Rating Agency for which the minimum rating is not met, 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.


“Eligible
Operating Advisor”: An institution (a) that is a special servicer or operating advisor on a commercial mortgage-backed
securities transaction rated by the Rating Agencies (including, in the case of the Operating Advisor, this transaction) but has
not been special servicer or operating advisor on a transaction for which any Rating Agency has qualified, downgraded or withdrawn
its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer
or operating advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will make the representations
and warranties of the Operating Advisor set forth in Section 2.8, including to the effect that it possesses sufficient financial
strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust; (c) that is not (and
is not Risk Retention Affiliated with) the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Loan Sponsor, any Borrower Affiliate, the Third Party Purchaser, the Directing Certificateholder, or any of their respective
Risk Retention Affiliates; (d) that has not




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been paid by the Special Servicer or
successor Special Servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for
the appointment or recommendation for replacement of a successor Special Servicer to become the Special Servicer under this Agreement;
(e) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities
matters and has at least five (5) years of experience in collateral analysis and loss projections and (y) has at least five (5)
years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial
real estate assets; and (f) that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative
exposure in any interest in any Certificates, the Mortgage Loan, the Mezzanine Loan (including without limitation any securities
issued in connection with any securitization of the Mezzanine Loan) or otherwise have any financial interest in the securitization
transaction to which this Agreement relates, other than in fees from its role as Operating Advisor.


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


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


“ERISA Plan”:
As defined in Section 5.2(p).


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


“Excess Servicing
Fee Rate”: A per annum rate equal to the Servicing Fee Rate applicable to the Mortgage Loan minus 0.00125%.


“Excess Servicing
Fee Right”: With respect to the Mortgage Loan (and any successor Foreclosed Property with respect thereto), the right
to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Servicer shall be the owner
of such Excess Servicing Fee Right.


“Excess Servicing
Fees”: With respect to the Mortgage Loan (and any successor Foreclosed Property with respect thereto), that portion of
the Servicing Fees that accrue at a per annum rate equal to the Excess Servicing Fee Rate; provided that such rate
shall be subject to reduction at any time following any resignation of a Servicer pursuant to Section 6.4 (if no successor
is appointed in accordance with Section 6.4) or any termination of a Servicer pursuant to Section 7.1,
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.


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


“Extended
Maturity Date”: In the event the Borrowers exercise any option to extend the Initial Maturity Date of the Floating Rate
Loan or any extended Maturity Date pursuant to the Mortgage Loan Agreement, such related extended maturity date as determined in
accordance with the Mortgage Loan Agreement.




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“Extended
Period”: As defined in Section 13.2(b).


“FHLMC”:
The Federal Home Loan Mortgage Corporation and its successors-in-interest.


“Final Asset
Status Report”: With respect to the Specially Serviced Mortgage Loan, the Asset Status Report, together with such other
data or supporting information provided by the Special Servicer to the Directing Certificateholder that does not include any communication
(other than the related Asset Status Report) between the Special Servicer and the Directing Certificateholder with respect to such
Specially Serviced Mortgage Loan. Prior to the occurrence and continuance of a Control Event, no Asset Status Report shall be considered
to be a Final Asset Status Report unless (a) the Directing Certificateholder has either finally approved of and consented to the
actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent, or has been deemed
to have approved or consented to such action or the Asset Status Report is otherwise implemented by the Special Servicer in accordance
with this Agreement. For the avoidance of doubt, 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. Each Final Asset Status Report will
be labeled or otherwise identified or communicated as being final.


“Fitch”:
Fitch Ratings, Inc., and its successors-in-interest.


“Fixed Rate
Certificates”: The Series FX Certificates (other than the Class XA-FX and Class XB-FX Certificates).


“Fixed Rate
Certificate Interest Accrual Period”: With respect to each Class of Series FX Certificates and any Distribution Date,
the calendar month preceding the month in which the Distribution Date occurs.


“Fixed Rate
Trust Loan”: The portion of the Trust Loan evidenced collectively by Component A-FX, Component B-FX, Component C-FX,
Component D-FX, Component E-FX, Component F-FX, Component G-FX, Component H-FX and Component HRR-FX.


“Fixed Rate
Trust Loan Rate”: A fixed rate per annum of 4.6992%.


“Floating
Rate Certificate Interest Accrual Period”: With respect to each Class of Series FL Certificates and any Distribution
Date, the period beginning on the 16th day of the month preceding the month in which such Distribution Date occurs (or
with respect to the first Distribution Date after the Closing Date, the Closing Date) and ending on the 15th day of
the month in which such Distribution Date occurs.


“Floating
Rate Certificates”: The Series FL Certificates (other than the Class X-CP, Class X-EXT and Class X-HFL Certificates).


“Floating
Rate Component”: Any of Component A-FL, Component B-FL, Component C-FL, Component D-FL, Component E-FL, Component F-FL,
Component G-FL, Component H-FL, and Component HRR-FL.




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“Floating
Rate Determination Date”: With respect to the Floating Rate Loan and each Mortgage Loan Interest Accrual Period and Certificate
Interest Accrual Period, (i) the day that is two London Business Days prior to the 1st day on which the related Mortgage
Loan Interest Accrual Period or Certificate Interest Accrual Period commences, as applicable (if the Floating Rate Loan is a LIBOR
Rate Loan) or (ii) two Business Days prior to the first day of each Mortgage Loan Interest Accrual Period and Certificate Interest
Accrual Period (if the Floating Rate Loan is an Alternate Rate Loan), subject to any Alternate Rate Servicing Agreement Conforming
Changes. The Floating Rate Determination Date for the Floating Rate Loan shall be the same as the Floating Rate Determination Date
for the Floating Rate Certificates, except that with respect to the first Certificate Interest Accrual Period for the Floating
Rate Certificates, the Floating Rate Determination Date will be two London Business Days prior to the Closing Date.


“Floating
Rate Loan Extension Term”: The “Component A Extension Term” as defined in the Mortgage Loan Agreement.


“Floating
Rate Loan”: The portion of the Trust Loan evidenced collectively by Component A-FL, Component B-FL, Component C-FL, Component
D-FL, Component E-FL, Component F-FL, Component G-FL, Component H-FL and Component HRR-FL.


“Floating
Rate Loan Rate”: A floating rate per annum of the LIBOR Rate or Alternate Rate, as applicable.


“FNMA”:
The Federal National Mortgage Association and its successors-in-interest.


“Foreclosed
Companion Loan”: Each Companion Loan while any Property is a Foreclosed Property.


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


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


“Foreclosure
Proceeds”: Proceeds, net of any related expenses of the Servicer, the 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.


“Form 8-K
Disclosure Information”: The information described in the Form 8-K items set forth under the “Item on Form 8-K”
column on Exhibit U hereto.


“Form ABS
Due Diligence-15E”: The form certification of a Due Diligence Service Provider prescribed by Section 15E(s)(4)(B) of
the Exchange Act and Rule 17g-10 thereunder.




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“Global Certificate”:
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.


“Impermissible
Operating Advisor Affiliate” : As defined in Section 2.12.


“Impermissible
Risk Retention Affiliate”: As defined in Section 2.12.


“Impermissible
TPP Affiliate”: As defined in Section 2.12.


“Indemnification
Sections”: As defined in Section 12.18.


“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 Borrower Affiliates, any Companion Loan Holder, the Trustee, the Certificate
Administrator, the Operating Advisor, the Servicer or the Special Servicer or in any of their respective Affiliates and (ii) is
not connected with the Depositor, the Borrower Affiliates, any Companion Loan Holder, the Trustee, the Certificate Administrator,
the Servicer or the Special Servicer 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 related 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 related 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 or the Upper-Tier REMIC within the meaning of Section 856(d)(3) of
the Code if such Trust REMIC were a real estate investment trust (except that the ownership test set forth in that Section of
the Code shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates
or 35% or more of the aggregate value of all Classes of Certificates or such other interest in the Certificates as is set forth
in an Opinion of Counsel, which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer,
the Operating Advisor or the Trust Fund, be delivered to the Trustee, the Certificate Administrator, the Special Servicer, the
Servicer or the Operating Advisor 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 Trust 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, the Certificate Administrator and the Operating Advisor (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




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Servicer or the Servicer is providing
the Opinion of Counsel with respect to itself), the Operating Advisor or the Trust Fund, 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.


“Initial
Maturity Date”: The “Component A Initial Maturity Date” as defined in the Mortgage Loan Agreement.


“Initial
Purchasers”: J.P. Morgan Securities LLC, Academy Securities, Inc. and Drexel Hamilton, LLC and their respective successors-in-interest.


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


“Institutional
Accredited Investor”: An institution, that is not a QIB, that is an “accredited investor” within the meaning
of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Act, or any entity all of the equity owners of which are such institutions.


“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 such Property or to be released to the Borrowers
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, other than amounts applied to the restoration, preservation or repair of such Property in
accordance with 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 Borrowers, to the extent allocable
to the Mortgage Loan under the Mortgage Loan Documents.


“Intercreditor
Agreement”: The Intercreditor Agreement, dated as of January 15, 2020, among JPMCB, as Lender, and the Mezzanine Lender,
as may be further amended from time to time.


“Interest
Deposit Amount”: An amount equal to one day of interest at the Net Component Rate on the outstanding principal balance
of the Fixed Rate Trust Loan as of the Cut-off Date. For the avoidance of doubt, the Interest Deposit Amount will be $64,794.69
for the initial Distribution Date.


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




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


“Interest
Reserve Account”: As defined in Section 3.4(e).


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


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


“Investment”:
Any direct or indirect ownership interest in any security, note or other financial instrument issued or executed by a Borrower,
or any Affiliate of any of the Borrowers, 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
Representation Letter”: A letter substantially in the form attached hereto as Exhibit P.


“Investor
Certification”: A certificate representing that such Person executing the certificate is a Certificateholder, a Beneficial
Owner, a prospective purchaser of a Certificate, a Companion Loan Holder, the Trust Loan Seller (if it has repurchased a portion
of the Trust Loan in accordance with this Agreement and the Trust Loan Purchase Agreement) or the Directing Certificateholder (to
the extent such Person is not a Certificateholder) and that either (a)  such Person is not a Borrower Affiliate, the Manager,
or an agent or Affiliate of any of the foregoing, in which case such Person shall have access to all the reports and information
made available to Privileged Persons hereunder, or (b) such Person is a Borrower Affiliate, or the Manager, or an agent or
Affiliate of the foregoing, in which case such Person shall be permitted to receive access to the Distribution Date Statements
prepared by the Certificate Administrator. The Investor Certification shall be substantially in the form of Exhibit K-1
or Exhibit K-2 hereto, as applicable, or may be in the form of an electronic certification contained on the Certificate
Administrator’s Website containing the same information as Exhibit K-1 or Exhibit K-2, as applicable.
Investor Certifications may be submitted electronically via the Certificate Administrator’s Website. The Certificate Administrator
may require that Investor Certifications be resubmitted from time to time in accordance with its policies and procedures and, upon
receipt of notice substantially in the form of Exhibit Q hereto from the Special Servicer that the Mezzanine Lender
has accelerated the Mezzanine Loan or commenced foreclosure proceedings against the related Mezzanine Equity Collateral, the Certificate
Administrator shall require each Restricted Holder to resubmit an Investor Certification in order to re-obtain access to the




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Certificate Administrator’s Website.
The Certificate Administrator and Trustee may conclusively rely on any Investor Certification provided to it without any duty to
verify the information on such submission.


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


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


“IRS”:
The Internal Revenue Service.


“ISDA”:
International Swaps and Derivatives Association, Inc.


“JPMCB”:
JPMorgan Chase Bank, National Association, a national banking association, and its successors-in-interest.


“JPMS”:
J.P. Morgan Securities LLC, a Delaware limited liability company, and its successors-in-interest.


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


“Leases”:
With respect to the Properties, a “Lease” as defined in the Mortgage Loan Agreement.


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


“LIBOR Rate
Index”: With respect to each Mortgage Loan Interest Accrual Period and Certificate Interest Accrual Period, the rate
(expressed as a percentage per annum and rounded up to the next nearest 1/1000 of 1%) for deposits in U.S. dollars, for
a one-month period, that appears on “Thomson Reuters ICE LIBOR# Rates – LIBOR01” (or the successor thereto) as
of 11:00 a.m., London time, on the related Floating Rate Determination Date. If such rate does not appear on Thomson Reuters ICE
LIBOR# Rates – LIBOR01 as of 11:00 a.m., London time, on such Floating Rate Determination Date, the LIBOR Rate Index shall
be the arithmetic mean of the offered rates (expressed as a percentage per annum) for deposits in U.S. dollars for a one-month
period that appear on the Thomson Reuters ICE LIBOR# Rates – LIBOR01 as of 11:00 a.m., London time, on such Floating Rate
Determination Date, if at least two such offered rates so appear. If fewer than two such offered rates appear on the Thomson Reuters
ICE LIBOR# Rates – LIBOR01 as of 11:00 a.m., London time, on such Floating Rate Determination Date, the Servicer or the Certificate
Administrator, as applicable, shall request the principal London office of any four major reference banks in the London interbank
market selected by the Servicer or the Certificate Administrator, as applicable, to provide such bank’s offered quotation
(expressed as a percentage per annum) to prime banks in the London interbank market for deposits in U.S. dollars for a one-month
period as of 11:00 a.m., London time, on such Floating Rate Determination Date for the amounts of not less than U.S. $1,000,000.
If at least two such offered quotations are so provided, the LIBOR Rate Index shall be the arithmetic mean of such quotations.
If fewer than two such quotations are so provided, the Servicer or the Certificate Administrator, as applicable, shall request
any three major banks in New York City selected by the Servicer or the Certificate Administrator, as applicable, to provide such
bank’s rate (expressed as a percentage per annum) for loans in U.S. dollars to leading European banks




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for a one-month period as of approximately
11:00 a.m., New York City time on the applicable Floating Rate Determination Date for amounts of not less than U.S. $1,000,000.
If at least two such rates are so provided, LIBOR shall be the arithmetic mean of such rates. The LIBOR Rate Index shall be determined
conclusively by the Servicer or the Certificate Administrator, as applicable. Notwithstanding the foregoing, in no event shall
the LIBOR Rate Index with respect to the Floating Rate Loan and each Mortgage Loan Interest Accrual Period for the Floating Rate
Loan be less than the Rate Index Floor. With respect to each Class of Certificates and each Certificate Interest Accrual Period,
the LIBOR Rate Index for the Pass-Through Rates on the Certificates shall be determined by the Certificate Administrator, and in
no event shall the LIBOR Rate Index for the Certificates be less than the Certificate Rate Index Floor. In the event of a discrepancy
for any Certificate Interest Accrual Period in any LIBOR determination made by the Certificate Administrator and any LIBOR determination
made by the Servicer for the corresponding Mortgage Loan Interest Accrual Period, the Certificate Administrator and the Servicer
shall use reasonable efforts to reconcile their determinations so that LIBOR as calculated under the Mortgage Loan Agreement and
as calculated under this Agreement are equivalent values; provided, however, that the Servicer’s calculation
pursuant to the Mortgage Loan Agreement shall control. For the avoidance of doubt, with respect to each Class of Sequential Pay
Certificates and the initial Certificate Interest Accrual Period and Distribution Date, a per annum rate equal to 1.50%.


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


“LIBOR Rate
Loan”: The Floating Rate Loan at such time as interest thereon accrues at a rate of interest based upon the LIBOR Rate.


“Liquidated
Property”: Any Property, if it has been liquidated and the Special Servicer has determined that all amounts which it
expects to recover from or on account of such related Property have been recovered.


“Liquidation/Default
Principal Distribution Amount”: For each Distribution Date and any Class of Principal Balance Certificates an amount
equal to (i) all amounts collected or advanced in respect of principal with respect to the Trust Loan during the related Collection
Period, including, without limitation, any prepayments and (ii) all amounts received during the related Collection Period in respect
of principal on the purchase price of the Mortgage Loan and allocated to the Trust Loan or Repurchase Price of the Trust Loan,
Liquidation Proceeds, insurance or condemnation proceeds, or any sale of the Trust Loan, in the case of either (i) or (ii), that
would be allocated to such Class of Certificates if distributed to the Certificateholders in Sequential Order (without regard to
Series of Certificates or Component of the Trust Loan), in each case, pro rata to each Class of such Class of Certificates, based
on the Certificate Balance of such Certificate, until reduced to zero.


“Liquidation
Event”: Any sale of the Mortgage Loan, any foreclosure on the Properties (or any portion of the Properties), and sale
of any Foreclosed Property, any purchase of the Trust Loan (or any portion thereof) by the Trust Loan Seller or any other liquidation
of the Mortgage Loan.




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“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 Properties (or any
Property) (including for the avoidance of doubt, reasonable and customary expenses incurred by the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee in connection with the 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 which have been previously reimbursed to
the party incurring the same or which 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 each Liquidated Property or the liquidation of the Specially
Serviced Mortgage Loan or the Notes, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted
payoff or other liquidation of the Specially Serviced Mortgage Loan or the Properties, as to which the Special Servicer receives
any Liquidation Proceeds, equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds related to such Liquidated
Property, Specially Serviced Mortgage Loan or Notes; provided that any such Liquidation Fee shall be reduced by any Net
Modification Fees paid by the Borrowers with respect to the Specially Serviced Mortgage Loan that were received and retained by
the Special Servicer in the prior 12 months, but only to the extent those Net Modification Fees have not previously been deducted
from a Work-out Fee or Liquidation Fee; and provided, further, that the Special Servicer shall not be entitled to
receive a Liquidation Fee in connection with (i) the repurchase of all or any allocable portion of the Trust Loan by the Trust
Loan Seller pursuant to the Trust Loan Purchase Agreement (so long as such repurchase occurs within the ninety (90) day time period
required by the Trust Loan Purchase Agreement for the Trust Loan Seller to cure or repurchase the Mortgage Loan or allocable portion
(including any applicable extended cure periods), (ii) a sale of all or any portion of the Mortgage Loan by the Special Servicer
to the Servicer or Special Servicer or any Affiliate of the foregoing in accordance with Section 3.16, or (iii) a
purchase of the Mortgage Loan by the Mezzanine Lender pursuant to the purchase option described in the Intercreditor Agreement
(so long as such purchase occurs within 90 days of the date on which the purchase option first becomes exercisable by such Mezzanine
Lender)).


“Liquidation
Fee Rate”: A rate equal to one-half of one percent (0.50%).


“Liquidation
Proceeds”: 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 Specially Serviced Mortgage Loan, the Trust Loan, any Companion
Loan, any Note or any Property, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted
payoff or other liquidation of the Mortgage Loan, the Trust Loan, any Companion Loan or any Note (other than amounts required to
be paid to the Borrowers 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, the Trust Loan, any Companion Loan or any Note (exclusive of any portion of such payoff
or proceeds that represents Default Interest).




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“Loan Sponsor”:
WIM Holdings, LLC (d/b/a Stonemont Financial Group).


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


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


“London Business
Day”: Any day other than a Saturday, Sunday or any other day on which commercial banks in London, England are not open
for business.


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


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


“Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Introductory Statement to this
Agreement, and (ii) as of any date of determination after the first Distribution Date an amount equal to the Certificate Balance
of the Class of Related Certificates on the preceding Distribution Date (after giving effect to distribution of principal and allocation
of Realized Losses or increases in principal balance due to Actual Recoveries to such Class of Related Certificates on such Distribution
Date).


“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 and the assets of the Upper-Tier REMIC.


“MAI Standards”:
Standards of Professional Appraisal Practice established for Members of the Appraisal Institute.


“Major Decision”:
Any of the following:


(a)       any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of a Foreclosed Property or a deed-in-lieu
of foreclosure) of the ownership of a Property or any acceleration of the Mortgage Loan;


(b)       any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the Scheduled Maturity Date of the Mortgage Loan other than as permitted pursuant to the terms of the
Mortgage Loan;


(c)       any
sale of the defaulted Mortgage Loan or Foreclosed Property for less than the applicable Mortgage Loan Purchase Price;


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




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(e)       any
release of material Collateral (excluding letters of credit) or any acceptance of substitute or additional collateral for the Mortgage
Loan or any consent to either of the foregoing, other than if required pursuant to the specific terms of the related Mortgage Loan
and for which there is no lender discretion;


(f)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of any Property or interests in the Borrowers other than for which there is no lender
discretion;


(g)       any
incurrence of additional debt by a Borrower or any additional mezzanine financing (or issuance of preferred equity that is substantially
equivalent to a mezzanine loan) by any beneficial owner of a Borrower other than pursuant to the specific terms of the Mortgage
Loan and for which there is no lender discretion;


(h)       any
property management company changes or modifications, waivers or amendments to any property management agreement or franchise agreement
(if any) (in each case, with respect to the Mortgage Loan for which the lender is required to consent or approve under the Mortgage
Loan Documents);


(i)       releases
of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves and specifically identified
in Schedule 1 hereto, other than those required pursuant to the specific terms of the Mortgage Loan and for which there
is no lender discretion (provided that, for the avoidance of doubt, any request for the funding or disbursement of ordinary
course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant
to an approved lease, each in accordance with the Mortgage Loan Documents, will not constitute a Major Decision);


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


(k)       any
determination of an Acceptable Insurance Default or any modifications or waivers of the insurance requirements of the Mortgage
Loan;


(l)       approval
of any Borrower plan of bankruptcy;


(m)       any
amendment, modification or waiver of, or the replacement of, or entry into, any Ground Lease (including any Ground Lease estoppel
modifying the terms of a Ground Lease), or other material agreement as and to the extent Lender consent is required by the Mortgage
Loan Documents and/or entering into, modifying or terminating any material SNDA;


(n)       the
execution, termination or renewal of any lease, to the extent lender approval is required under the Mortgage Loan Documents and
to the extent such lease constitutes a “Major Lease” as defined in the Mortgage Loan Documents, including entering
into any subordination, non-disturbance and attornment agreement;




    -48-


    


    

(o)       any
modification, waiver or amendment of the Co-Lender Agreement or Intercreditor Agreement, or any action to enforce rights (or decision
not to enforce rights) with respect to such Co-Lender Agreement or Intercreditor Agreement; provided that with respect to
any modification, waiver or amendment that is proposed by a Mezzanine Lender, no majority holder of the Controlling Class, the
Directing Certificateholder or any affiliate of the foregoing is an owner of a controlling interest (whether legally, beneficially
or otherwise) in any Mezzanine Loan;


(p)       approving
annual budgets (to the extent lender approval is required) if the debt service coverage ratio on the basis of the Mortgage Loan
is below 2.0x that provide for operating expenses equal to more than 110% of the amount that was budgeted therefor in the prior
year; or


(q)       approval
of casualty/condemnation insurance settlements, any determination to apply casualty proceeds or condemnation awards to the reduction
of the debt rather than to the restoration of the related Property other than pursuant to the specific terms of the Mortgage Loan.


“Majority
Controlling Class Certificateholders”: With respect to the Controlling Class, the Holder(s) of Certificates representing
more than fifty percent (50%) of such Controlling Class, by Certificate Balance, as determined by the Certificate Registrar.


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


“Manager”:
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”: With respect to each Component, the Scheduled Maturity Date or such other date on which the outstanding principal
balance of such Component becomes due and payable, whether at the Scheduled Maturity Date, the applicable Extended Maturity Date,
by declaration of acceleration, or otherwise.


“Mezzanine
Borrower”: WIM Net Lease Portfolio Mezzanine A, LLC, a Delaware limited liability company, together with its successors
and permitted assigns.


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


“Mezzanine
Loan”: The loan made as of the Origination Date by the Mezzanine Lender to the Mezzanine Borrower in the original principal
amount of $84,000,000 pursuant to the Mezzanine Loan Agreement.


“Mezzanine
Loan Agreement”: The Mezzanine Loan Agreement, dated as of January 15, 2020 between the Mezzanine Borrower and the Mezzanine
Lender.




    -49-


    


    

“Mezzanine
Equity Collateral”: The “Collateral” as defined in the Mezzanine Loan Agreement.


“Mezzanine
Lender”: JPMCB, and its successors and assigns.


“Mezzanine
Loan Event of Default”: A “Mezzanine Loan Default” as defined in the Mortgage Loan Agreement.


“Mezzanine
Option Price”: The purchase price for the Mortgage Loan paid by a Mezzanine Lender in connection with such Mezzanine
Lender’s exercise of the purchase option set forth in the Intercreditor Agreement.


“Midland”:
Midland Loan Services, a Division of PNC Bank, National Association, and its successors in interest.


“Modification
Fees”: With respect to the Mortgage Loan, any and all fees with respect to a modification, extension, waiver or amendment
that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing) agreed to by
the Servicer or the Special Servicer (other than all Assumption Fees, Assumption Application Fees, consent fees, Special Servicing
Fees, Liquidation Fees or Work-out Fees). With respect to each of the Servicer and the Special Servicer, in no event shall either
Person be permitted to collect and retain as compensation Modification Fees by such Person from the Borrowers (taken in the aggregate
with any other Modification Fees collected and earned by such Person from the Borrowers) in an aggregate amount in excess of $3,000,000
(i.e., shall be subject to an aggregate cap of $3,000,000).


“Monthly
Payment”: With respect to the Trust Loan or the Mortgage Loan and any Distribution Date, the scheduled payment of interest
on the Trust Loan or the Mortgage Loan, in each case which is due and payable on the immediately preceding Payment Date.


“Monthly
Payment Advance”: Any advance made with respect to the Trust Loan by the Servicer or the Trustee pursuant to Section
3.23(a) or, if not made by the Servicer, made by the Trustee pursuant to Section 7.6, as applicable. Each
reference to the reimbursement or payment of a Monthly Payment Advance shall be deemed to include, whether or not
specifically referred to, payment or reimbursement of interest thereon at the Advance Rate through the date preceding the
date of payment or reimbursement.


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


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


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


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


“Mortgage
Loan Documents”: All documents executed or delivered by the Borrowers (or their Affiliates) evidencing or securing the
Mortgage Loan and any amendment




    -50-


    


    

thereof or thereafter or subsequently
added to the Mortgage File, including without limitation the Mortgage Loan Agreement. For the avoidance of doubt, the Mortgage
Loan Documents shall not include the Securitization Indemnification Agreements, and the rights of the Trust Loan Seller and other
parties to the Securitization Indemnification Agreements thereunder will not be part of the Trust Fund.


“Mortgage
Loan Event of Default”: An “Event of Default” as defined in the Mortgage Loan Agreement.


“Mortgage
Loan Interest Accrual Period”: With respect to each Payment Date and: (a) with respect to the Floating Rate Loan, the
period commencing on and including the 16th day of the prior calendar month and ending on and including the 15th
day of the calendar month in which such Payment Date occurs (the “Floating Rate Mortgage Loan Interest Accrual Period”)
and (b) with respect to the Fixed Trust Rate Loan, the period commencing on and including the 10th day of the calendar
month immediately preceding such Payment Date occurs and ending on and including the 9th day of the calendar month in
which such Payment Date occurs.


“Mortgage
Loan Purchase Price”: (A) with respect to the Mortgage Loan, 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 weighted average
of the Component Rates through 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 and fees and amounts owed to the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor together with interest on
Advances, (iv) an amount equal to the sum of (a) all interest on outstanding Monthly Payment Advances and (b) all interest
on and all Companion Loan Advances and (v) any unpaid Trust Fund Expenses, and (B) with respect to any Foreclosed Property,
(i) the portion of the amount of the unpaid principal balance of the Mortgage Loan equal to the Allocated Mortgage Loan Amount
for such Foreclosed Property, (ii) accrued and unpaid interest on such portion of the Mortgage Loan at the Mortgage Rate through
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 and fees and amounts owed to the Servicer, the Special Servicer, the Certificate
Administrator and the Trustee together with interest on such Advances that are allocable to such Foreclosed Property, (iv) all
interest on outstanding Monthly Payment Advances allocable to such Foreclosed Property and (v) the sum of (1) any unpaid Trust
Fund Expenses reasonably attributable to such Foreclosed Property plus (2) an amount equal to the product of (x) the Partial Repurchase
Fraction multiplied by (y) any unpaid Trust Fund Expenses not reasonably attributable to any particular Foreclosed Property) and
any amounts owed to the parties to the Trust and Servicing Agreement or any Other Pooling and Servicing Agreement with respect
to the related Companion Loan.


“Mortgage
Rate”: With respect to the Floating Rate Loan, the Floating Rate Loan Rate and with respect to the Fixed Rate Trust Loan,
the Fixed Rate Trust Loan Rate.




    -51-


    


    

“Net Component
Rate”: With respect to:


(a)       the
Floating Rate Loan and each Component of the Floating Rate Loan and any Distribution Date, the Component Rate in respect of such
Component (net of the Servicing Fee Rate, the Certificate Administrator Fee Rate (including the portion that is the Trustee Fee)),
the Operating Advisor Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of Default
Interest, in each case allocable to such Component for the related Mortgage Loan Interest Accrual Period; provided that
any modification that reduces a Component Rate will be disregarded for purposes of calculating the Pass-Through Rates on the Certificates;
and with respect to the Fixed Rate Trust Loan and each Component of the Fixed Rate Trust Loan and any Distribution Date, the annualized
rate at which interest would have to accrue in respect of the Components thereof on the basis of a 360-day year consisting of twelve
30-day months in order to produce the aggregate amount of interest (net of interest at the Servicing Fee Rate applicable to the
Fixed Rate Trust Loan, the Certificate Administrator Fee Rate (including the portion that is the Trustee Fee), the Operating Advisor
Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of Default Interest in each
case allocable to such Component) actually accrued on such Component during the related Mortgage Loan Interest Accrual Period;


(b)       with
respect to the Fixed Rate Trust Loan and each Component of the Fixed Rate Trust Loan and any Distribution Date, the annualized
rate at which interest would have to accrue in respect of the Components thereof on the basis of a 360-day year consisting
of twelve 30-day months in order to produce the aggregate amount of interest (net of interest at the Servicing Fee Rate applicable
to the Fixed Rate Trust Loan, the Certificate Administrator Fee Rate (including the portion that is the Trustee Fee), the Operating
Advisor Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of Default Interest, in each case
allocable to such Component) actually accrued on such Component during the related Mortgage Loan Interest Accrual Period;


provided that any modification that
reduces a Component Rate will be disregarded for purposes of calculating the Pass-Through Rates for the Certificates; provided,
further, with respect to such Component of the Fixed Rate Trust Loan, (a) the Net Component Rate for the Mortgage Loan
Interest Accrual Period preceding the Payment Dates in (x) January and February in each year that is not a leap year or (y) in
February only in each year that is a leap year (in the case of either (x) or (y), unless the related Distribution Date is the final
Distribution Date), will be the annualized rate at which interest would have to accrue in respect of such Component on the basis
of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net of interest
at the Servicing Fee Rate, the Certificate Administrator Fee Rate (including the portion that is the Trustee Fee), the Operating
Advisor Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of Default Interest,
in each case allocable to such Component) actually accrued on the respective Component during such Mortgage Loan Interest Accrual
Period, minus the applicable Withheld Amounts, (b) the Net Component Rate for the Mortgage Loan Interest Accrual Period preceding
the Payment Date in March (or February, if the related Distribution Date is the final Distribution Date), will be the annualized
rate at which interest would have to accrue in respect of each Component of the Fixed Rate 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 (net of interest at the Servicing
Fee Rate, the Certificate




    -52-


    


    

Administrator Fee Rate (including the
portion that is the Trustee Fee), the Operating Advisor Fee Rate and the CREFC® Intellectual Property Royalty License
Fee Rate and exclusive of Default Interest, in each case allocable to such Component) actually accrued on such Component during
such Mortgage Loan Interest Accrual Period, plus the applicable Withheld Amounts and (c) prior to the Payment Date in March 2020,
shall be determined inclusive of the Interest Deposit Amount.


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


“Net Modification
Fees”: With respect to the Mortgage Loan, the sum of (A) the remainder, if any, of (i) any and all Modification
Fees with respect to a modification, waiver, extension or amendment of any of the terms of the Mortgage Loan, minus (ii) all
unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on such Advances
at the Advance Rate to the extent not otherwise paid or reimbursed by the Borrowers but excluding Special Servicing Fees, Work-out
Fees and Liquidation Fees) either outstanding or previously incurred on behalf of the Trust or the Other Securitization Trust with
respect to the Mortgage Loan and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from
Modification Fees as described in the preceding clause (A), which expenses have been subsequently recovered from the
Borrowers or otherwise.


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


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


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


“Non-Exempt
Person”: Any Person other than a Person who either (i) is a U.S. Person or (ii) has provided to the Certificate Administrator
for the relevant year such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person,
(B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Certificate Administrator
to make such payments free of any obligation or liability for withholding, provided that duly executed form(s) provided to the
Certificate Administrator pursuant to Section 5.2(f), shall be sufficient to evidence that such providing Person is not a Non-Exempt
Person.


“Nondisqualification
Opinion”: An Opinion of Counsel, prepared at the Trust Fund’s expense and payable from the Collection Account,
to the effect that a contemplated




    -53-


    


    

action will not cause (i) either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC at any time that any Certificates are outstanding
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 portion of an Advance previously made and not previously reimbursed, or proposed to be made, including
interest thereon, which, in accordance with Accepted Servicing Practices (in the case of the 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 Mortgage Loan or the Properties (in the case
of Property Protection Advances or Administrative Advances) or the Trust Loan (in the case of Monthly Payment Advances) or from
funds on deposit in the Collection Account pursuant to Section 3.4(c). The Trustee may rely conclusively upon a determination
of non-recoverability made by the Servicer. The Servicer or the Special Servicer may consider (among other things) the items
listed in Section 3.23(h) when making a determination regarding a Nonrecoverable Advance.


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


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


“Notes”:
As defined in the Introductory Statement to this Agreement.


“Notional
Amount”: In the case of the Class X-CP Certificates, the Class X-CP Notional Amount. In the case of the Class X-EXT Certificates,
the Class X-EXT Notional Amount. In the case of the Class X-HFL Certificates, the Class X-HFL Notional Amount. In the case of the
Class XA-FX Certificates, the Class XA-FX Notional Amount. In the case of the Class XB-FX Certificates, the Class XB-FX Notional
Amount.


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


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit M executed by an NRSRO (including any Rating Agency)
or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation on the
17g-5 Information Provider’s Website, in either case in favor of the 17g-5 Information Provider that states that (a) such
NRSRO is a Rating Agency, or (b) that such NRSRO has provided the Depositor with the appropriate certifications under paragraph
(e) of Rule 17g-5, such NRSRO has access to the Depositor’s 17g-5 Internet website and any confidentiality provisions
relating to information on the Depositor’s 17g-5 Internet website apply equally to information on the Certificate Administrator’s
Website and the 17g-5 Information Provider’s Website.


“Offering
Circular”: The Offering Circular, dated February 12, 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




    -54-


    


    

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


“Operating
Advisor”: Pentalpha Surveillance LLC, a Delaware limited liability company, and its successors in interest and assigns,
or any successor operating advisor appointed as herein provided.


“Operating
Advisor Annual Report”: As defined in Section 3.32(c).


“Operating
Advisor Consultation Event”: The event that occurs when the Certificate Balance of the Class HRR Certificates (taking
into account the application of any Trust Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Class)
is 25% or less of the initial Certificate Balance of such Class.


“Operating
Advisor Consulting Fee”: A fee for each Asset Status Report and Major Decision on which the Operating Advisor has consultation
obligations and performed its duties with respect to such Asset Status Report or Major Decision equal to $10,000 (or such lesser
amount as the Borrower agrees to pay with respect to such Mortgage Loan), payable pursuant to Section 3.32(h) of this Agreement;
provided, however, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect
to any Asset Status Report or Major Decision; provided, further, that the Servicer or Special Servicer, as applicable, may waive
or reduce the amount of any such Operating Advisor Consulting Fee payable by the Borrowers if it determines that such full or partial
waiver is in accordance with Accepted Servicing Practices, but may in no event take any enforcement action with respect to the
collection of such Operating Advisor Consulting Fee other than requests for collection (provided that the Servicer or the Special
Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction).


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


“Operating
Advisor Fee”: With respect to the Mortgage Loan, the fee payable to the Operating Advisor pursuant to Section 3.32(h).


“Operating
Advisor Fee Rate”: With respect to the Mortgage Loan, a per annum rate of 0.00221% (0.221 basis points).


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders (as a collective whole as if such Certificateholders constituted a
single lender), and not to holders of any particular Class of Certificates (as determined by the Operating




    -55-


    


    

Advisor in the exercise of its good
faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the Operating
Advisor or any of its Affiliates may have with the Borrower, the Manager, the Loan Sponsor, the Guarantor, the Depositor, the Servicer,
the Special Servicer, the Directing Certificateholder, any Certificateholder or any of their respective Affiliates.


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


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


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


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


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


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




    -56-


    


    

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


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


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


“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 to this
Agreement.


“Origination
Date”: January 15, 2020.


“Other Depositor”:
With respect to any 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, operating advisor 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 and for the
purposes of Sections 14.7, 14.8, 14.9 and 14.16 only, the trustee, certificate administrator, master
servicer, special servicer, operating advisor 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 applicable pooling and servicing agreement or other applicable comparable agreement governing
the creation of any Other Securitization Trust and the issuance of securities with respect to any Companion Loan (or any portion
thereof or interest therein).


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


“Partial
Repurchase Fraction”: The Allocated Mortgage Loan Amount being repurchased, divided by the outstanding principal balance
of the Mortgage Loan (immediately prior to the repurchase).


“Pass-Through
Rate”: For the following Classes of Certificates, the related Pass-Through Rate set forth below; and for each Uncertificated
Lower-Tier Interest, the Net




    -57-


    


    

Component Rate of the Related Component
at which, in each case, interest accrues on the Certificate Balance, Notional Amount or Lower-Tier Principal Amount, as applicable,
of such Class as set forth in the Introductory Statement to this Agreement.


	
        Class of
        Certificates
	
        Pass-Through
        Rate

	Class A-FL Certificates	Class A-FL Pass-Through Rate
	Class X-CP Certificates	Class X-CP Pass-Through Rate
	Class X-EXT Certificates	Class X-EXT Pass-Through Rate
	Class A-FX Certificates	Class A-FX Pass-Through Rate
	Class XA-FX Certificates	Class XA-FX Pass-Through Rate
	Class XB-FX Certificates	Class XB-FX Pass-Through Rate
	Class B-FL Certificates	Class B-FL Pass-Through Rate
	Class B-FX Certificates	Class B-FX Pass-Through Rate
	Class C-FL Certificates	Class C-FL Pass-Through Rate
	Class C-FX Certificates	Class C-FX Pass-Through Rate
	Class D-FL Certificates	Class D-FL Pass-Through Rate
	Class D-FX Certificates	Class D-FX Pass-Through Rate
	Class E-FL Certificates	Class E-FL Pass-Through Rate
	Class E-FX Certificates	Class E-FX Pass-Through Rate
	Class F-FL Certificates	Class F-FL Pass-Through Rate
	Class F-FX Certificates	Class F-FX Pass-Through Rate
	Class G-FL Certificates	Class G-FL Pass-Through Rate
	Class G-FX Certificates	Class G-FX Pass-Through Rate
	Class H-FL Certificates	Class H-FL Pass-Through Rate
	Class X-HFL Certificates	Class X-HFL Pass-Through Rate
	Class H-FX Certificates	Class H-FX Pass-Through Rate
	Class HRR Certificates	Class HRR Pass-Through Rate


“Payment
Date”: The 10th day of each calendar month during the term of the Mortgage Loan or, if such date is not a
Business Day, the immediately preceding Business Day.


“Percentage
Interest”: As to any Certificate (other than the Class R Certificates), the initial Certificate Balance or Notional
Amount of such Certificate divided by the initial Certificate Balance or Notional Amount of all of the Certificates of the related
Class. With respect to the Class R Certificates, the percentage specified on the Certificate held by the Holder of such Certificate.


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


“Permitted
Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater
than par, including those issued by the Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates,
payable on demand or having a maturity date not later than the Business Day immediately prior to the first Payment Date following
the date of acquiring such investment and meeting one of the appropriate standards set forth below:


(i)       direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of




    -58-


    


    

which are backed by the full faith
and credit of the United States of America that mature in one (1) year or less from the date of acquisition; provided that any
obligation of, or guarantee by, any agency or instrumentality of the United States of America shall be a Permitted Investment only
if such investment would not result in the downgrading, withdrawal or qualification of the then-current rating assigned by each
Rating Agency to any Certificate as evidenced in writing, other than (a) unsecured senior debt obligations of the U.S. Treasury
(direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency bonds, Federal Housing
Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities or participation certificates,
RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates and (b) Farm Credit System
consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations, Freddie Mac debt obligations,
and Fannie Mae debt obligations;


(ii)       federal
funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements having maturities
of not more than 365 days of any commercial bank organized under the laws of the United States of America or any state thereof
or the District of Columbia, the short-term debt obligations of which are rated (a) in the highest short-term debt rating
category by Fitch, (b)(1) the short-term debt obligations of which are rated in the highest short-term debt rating category of
KBRA (if then rated by KBRA), (2) if it has a term in excess of six months, the long-term debt obligations of which are rated at
least “AAA” by KBRA (if then rated by KBRA) and (3) if it has a term in excess of 30 days, the long-term debt obligations
of which are rated at least “AA-” by Fitch, (c) (1) if maturing in three months or less, carries either a short
term rating of “P-1” by Moody’s or a long term rating of “A2” or better by Moody’s, (2) if
maturing in six months or less but more than three months, carries a short term rating of “P-1” by Moody’s and
a long term rating of “Aa3” or better by Moody’s and (3) if maturing in longer than six months, carries a short
term rating of “P-1” by Moody’s and a long term rating of “Aaa” by Moody’s and (d) if not rated
by any Rating Agency, otherwise acceptable to each such Rating Agency, and in any such case as confirmed in a Rating Agency Confirmation
relating to the Certificates;


(iii)       deposits
that are fully insured by the Federal Deposit Insurance Corp. (“FDIC”);


(iv)       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) rated (a) at least “F1” by Fitch or better, unless
the obligation is for a term of more than 30 days, in which case such commercial paper carries either (i) a short term rating by
Fitch of “F-1+” or (ii) long-term debt rating of at least “AA-” by Fitch, (b) in the highest rating category
of KBRA (if then rated by KBRA), or if not so rated by any such Rating Agencies, otherwise acceptable to each Rating Agency, and
in any such case as confirmed in a Rating Agency Confirmation relating to the Certificates and (c) (1) if maturing in three months
or less, carries either a short term rating of “P-1” by Moody’s or a long term rating of “A2” or
better by Moody’s, (2) if maturing in six months or less but more than three months, carries a short term rating of “P-1”
by Moody’s and a long term rating of “Aa3” or better by Moody’s




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and (3) if maturing in longer
than six months, carries a short term rating of “P-1” by Moody’s and a long term rating of “Aaa”
by Moody’s;


(v)       any
money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred
to in clause (i) above, (b) has net assets of not less than $5,000,000,000, (c) maintains a constant net asset
value; (d) has the highest rating obtainable from Fitch (if rated by Fitch) and (d) has the highest rating obtainable from
KBRA (or, if not rated by such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs) and (e) has a rating
of “Aaa-mf” by Moody’s;


(vi)       the
Wells Fargo Money Market Funds, so long as it maintains a constant net asset value and is rated by Fitch (if rated by Fitch) and
(e) has the highest rating obtainable from KBRA (or, if not rated by such Rating Agency, an equivalent rating (or higher) by at
least two (2) NRSROs);


(vii)       any
other demand, money market or time deposit, obligation, security or investment, but for the failure to satisfy one or more of the
minimum rating(s) set forth in the applicable clause, would be listed in clauses (i)-(vi) above with respect to which a
Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable
clause is not satisfied with respect to such demand, money market or time deposit, obligation, security or investment; and


(viii)       such
other investments as to which each Rating Agency shall have delivered a Rating Agency Confirmation;


provided, however, that each
Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6) of the Code, and that
(a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change and (b) any such
investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest rate index
plus a fixed spread, if any, and move proportionately with such index; and provided, further, however, that no such instrument
shall be a Permitted Investment (a) if such instrument evidences principal and interest payments derived from obligations
underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity at the time of
acquisition of greater than 120% of the yield to maturity at par of such underlying obligations, (b) if such instrument may
be redeemed at a price below the purchase price or (c) if such investment is purchased at a premium over par; and provided, further,
however, that no amount beneficially owned by 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 its own expense, 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 interest-only securities.
All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months
from the date of their purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied
hereunder.




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“Permitted
Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, insurance commissions
or fees, property condition report fees and appraisal 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, the Mortgage Loan, any Companion Loan or
Foreclosed Property in accordance with this Agreement.


“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 who is unable to provide an Opinion of Counsel (provided at the expense of such Person
or the Person requesting the transfer) to the effect that the transfer of an ownership interest in any Class R Certificate
to such Person would not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding,
(c) a Disqualified Non-U.S. 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. Person or
(e) a U.S. 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. Person.


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association,
bank, 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(m).


“Prepayment”:
Any payment of principal made by the Borrowers 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
Charges”: Any Spread Maintenance Payments, Yield Maintenance Premiums, prepayment premiums and Yield Maintenance Default
Premiums.


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


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


“Principal
Allocation Order”: With respect to the Mortgage Loan, the allocation of voluntary prepayments of the principal of the
Mortgage Loan in whole or in part and any mandatory prepayment of the principal of the Mortgage Loan in accordance with and according
to the priority set forth in Section 2.4.4 of the Mortgage Loan Agreement and the Co-Lender Agreement.


“Principal
Balance Certificates”: Each Class of Certificates (other than the Class X and Class R Certificates).


“Principal
Shortfall”: For each Distribution Date and any Class of Principal Balance Certificates, the amount by which the Class
Principal Distribution Amount for such




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Class exceeds the amount actually distributed
to such Class in respect of principal on such Distribution Date.


“Privileged
Information”: Any (i) correspondence between the Directing Certificateholder, on the one hand, and the Trustee, the Servicer
or the Special Servicer, on the other hand, related to the Specially Serviced Mortgage Loan or the exercise of the Directing Certificateholder’s
consent or consultation rights; provided, however, that the Certificate Administrator shall not be under any obligation to review
whether any inquiry or response contains such direct communication with the Directing Certificateholder, (ii) strategically sensitive
information that the Special Servicer has reasonably determined (and, if provided to another party to the transaction or any other
third party, has identified as privileged or confidential information) could compromise the Trust Fund’s position in any
ongoing or future negotiations with the Borrower or other interested party, (iii) any information subject to attorney-client privilege
and (iv) any Asset Status Report or Final Asset Status Report.


“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 Operating Advisor, 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 Directing Certificateholder,
the Operating Advisor, the Certificate Administrator and the Trustee), required by law, rule, regulation, order, judgment or decree
to disclose such information.


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Operating Advisor, the Trust Loan Seller, any Companion Loan Holder that delivers an Investor Certification,
any person who provides the Certificate Administrator with an Investor Certification and any NRSRO that delivers an NRSRO Certification
to the Certificate Administrator, which Investor Certification and NRSRO Certification may be submitted electronically via the
Certificate Administrator’s Website. For purposes of obtaining access to information in the possession of the Certificate
Administrator and/or receiving any information or report from the Certificate Administrator’s Website (including accessing
the Investor Q&A Forum), other than Distribution Date Statements only, each Borrower Affiliate, the Manager and the respective
agents or Affiliates of the foregoing (in each case, as evidenced by an Investor Certification in the form of Exhibit K-2
hereto) shall be deemed to not be a “Privileged Person”.


“Pro Rata
Principal Prepayment Distribution Amount”: With respect to any Distribution Date and any class of Floating Rate Certificates,
an amount equal to the product of: (i) the Aggregate Pro Rata Principal Prepayment Distribution Amount received in the related
Collection Period; and a fraction, the numerator of which is the Certificate Balance of such Class of Certificates or Component
and the denominator of which is the aggregate Certificate Balance




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of all Floating Rate Certificates, in
each case as calculated immediately prior to such Distribution Date.


“Properties”:
Each “Individual Property” as defined in the Mortgage Loan Agreement.


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


“QIB”:
A “qualified institutional buyer” within the meaning of Rule 144A.


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


“Qualified
Replacement Special Servicer”: Is a replacement Special Servicer (i) that satisfies all of the eligibility requirements
applicable to Special Servicers in this Agreement, (ii) that is not the Operating Advisor or an Affiliate of the Operating Advisor,
(iii) that is not obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect
of its obligations under this Agreement, or (y) for the appointment of the successor Special Servicer or the recommendation by
the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iv) that is not entitled to receive
any compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s
recommendation that such party be appointed as the replacement Special Servicer, (v) that is not entitled to receive any fee from
the Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the
Certificateholders, (vi) is not a special servicer that has been cited by KBRA as having servicing concerns as the sole or material
factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation
of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination
and (vii) the replacement Special Servicer is rated at least “CSS3” by Fitch.


“RAC Decision”:
Any of the following actions:


(i)       any
release of material Collateral (excluding letters of credit) or any acceptance of substitute or additional collateral for the Mortgage
Loan, or any consent to either of the foregoing, other than if required pursuant to the specific terms of the Mortgage Loan and
for which there is no material lender discretion;


(ii)       any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of the Properties or interests in a Borrower other than for which there is no material
lender discretion;


(iii)       any
incurrence of additional debt by a Borrower or any additional mezzanine financing (or issuance of preferred equity that is substantially
equivalent to a mezzanine loan) by any beneficial owner of a Borrower other than pursuant to the specific terms of the Mortgage
Loan and for which there is no material lender discretion;




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(iv)       any
incurrence of additional debt (including a PACE Loan (as defined in the Mortgage Loan Agreement)) by a Borrower or any additional
mezzanine financing (or issuance of preferred equity that is substantially equivalent to a mezzanine loan) by any beneficial owner
of a Borrower other than pursuant to the specific terms of the Mortgage Loan and for which there is no material lender discretion;


(v)       any
property management company changes or modifications, waivers or amendments to any Management Agreement if the lender has the right
to consent or approve such changes, modification, waiver or amendments or require a Rating Agency Confirmation in connection with
such changes, modification, waiver or amendments under the Mortgage Loan Documents;


(vi)       any
acceptance of an assumption agreement or any other agreement releasing a Borrower, the Guarantor or other obligor from material
liability under the Mortgage Loan or the Mortgage Loan Documents; and


(vii)       if
a Borrower is required to obtain a Rating Agency Confirmation with respect to any proposed action under the Mortgage Loan Agreement
only if such Rating Agency Confirmation is requested by the Lender, such proposed action under the Mortgage Loan Agreement.


“Rate Index
Floor”: 1.50%.


“Rated Final
Distribution Date”: With respect to (i) each Class of Certificates (other than the Class X-CP Certificates), the Distribution
Date in January 2037 and (ii) the Class X-CP Certificates, the Distribution Date in August 2020.


“Rating Agency”:
Fitch and KBRA, as applicable.


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic format) by a Rating Agency
that a proposed action, failure to act or other event so specified in this Agreement or the Mortgage Loan Documents will not, in
and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates
immediately prior to the occurrence of the action, failure to act or other event with respect to which Rating Agency Confirmation
is sought, which Rating Agency Confirmation may be obtained or deemed to be satisfied as set forth in Section 3.27
hereof; provided that with respect to any matter affecting any Companion Loan, so long as such Companion Loan (or any portion
thereof) is subject to a securitization transaction, any Rating Agency Confirmation shall also refer to the Companion Loan Rating
Agency Confirmation from each related Companion Loan Rating Agency to the extent provided in Section 3.27; provided,
further, that a written waiver (which may be in electronic format) or other acknowledgment from such Rating Agency indicating its
decision not to review or to decline to review the matter for which the Rating Agency Confirmation is sought shall be deemed to
satisfy the requirement for the Rating Agency Confirmation from the Rating Agency with respect to such matter. At any time during
which no Certificates are rated by a Rating Agency, no Rating Agency Confirmation shall be required from that Rating Agency.


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




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


“Realized
Loss”: With respect to any Distribution Date is the amount, if any, by which (i) the aggregate of the Certificate Balances
of the Principal Balance Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the outstanding
principal balance of the Trust Loan after giving effect to (a) any payments of principal received with respect to the Payment Date
occurring immediately prior to such Distribution Date and (b) the aggregate reductions of the principal balance of the Trust Loan
that have been permanently made as a result of a bankruptcy proceeding, modification or otherwise.


“Record Date”:
With respect to any Distribution Date, for (x) the Series FX Certificates, the close of business on the last Business Day of the
calendar month preceding the month in which such Distribution Date occurs and (y) the Series FL Certificates, the Business Day
immediately preceding such Distribution Date, or (z) in the case of the first Distribution Date for all Certificates, the Closing
Date.


“Regular
Certificates”: The Class A-FL, Class X-CP, Class X-EXT, Class A-FX, Class XA-FX, Class XB-FX, Class B-FL, Class B-FX,
Class C-FL, Class C-FX, Class D-FL, Class D-FX, Class E-FL, Class E-FX, Class F-FL, Class F-FX, Class G-FL, Class G-FX, Class H-FL,
Class X-HFL, Class H-FX and Class HRR Certificates.


“Regular
Principal Distribution Amount”: For each Distribution Date (i) with respect to any Class of Fixed Rate Certificates shall
be an amount equal to, the portion of the Series Principal Distribution Amount with respect to the related Series FX Certificates
that would be allocated to such Class of Certificates in such Series if distributed to the Certificateholders in Sequential Order
to reduce the outstanding Certificate Balance of each Class of Certificates in such Series to zero, and (ii) with respect to any
Class of Floating Rate Certificates will be an amount equal to (x) the portion of the Series FL Sequential Principal Distribution
Amount with respect to the related Series FL Certificates that would be allocated to such Class of Certificates in such Series
if distributed to the Certificateholders in Sequential Order to reduce the outstanding Certificate Balance of each Class of Certificates
in such Series to zero.


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100 229.1125, as such
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. 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).


“Related
Certificates” and “Related Uncertificated Lower-Tier Interests”: For the following Classes of Uncertificated
Lower-Tier Interests, the related Class of Certificates set




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forth below and for the following Classes
of Certificates, the related Class of Uncertificated Lower-Tier Interests set forth below:


	
        Related
        Certificates
	
        Related
        Uncertificated Lower-Tier Interests

	Class A-FL Certificates	Class LA-FL Uncertificated Interest
	Class A-FX Certificates	Class LA-FX Uncertificated Interest
	Class B-FL Certificates	Class LB-FL Uncertificated Interest
	Class B-FX Certificates	Class LB-FX Uncertificated Interest
	Class C-FL Certificates	Class LC-FL Uncertificated Interests
	Class C-FX Certificates	Class LC-FX Uncertificated Interest
	Class D-FL Certificates	Class LD-FL Uncertificated Interest
	Class D-FX Certificates	Class LD-FX Uncertificated Interest
	Class E-FL Certificates	Class LE-FL Uncertificated Interest
	Class E-FX Certificates	Class LE-FX Uncertificated Interest
	Class F-FL Certificates	Class LF-FL Uncertificated Interest
	Class F-FX Certificates	Class LF-FX Uncertificated Interest
	Class G-FL Certificates	Class LG-FL Uncertificated Interest
	Class G-FX Certificates	Class LG-FX Uncertificated Interest
	Class H-FL Certificates	Class LH-FL Uncertificated Interest
	Class H-FX Certificates	Class LH-FX Uncertificated Interest
	Class HRR (FL Component)	Class LHRR-FL Uncertificated Interest
	Class HRR (FX Component)	Class LHRR-FX Uncertificated Interest


“Related
Component”: means (i) with respect to the Series FL Certificates, each of the Floating Rate Components with the same
alphabetical description, and (ii) with respect to the Series FX Certificates, each of the Components of the Fixed Rate Trust Loan
with the same alphabetical description.


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


“Relevant
Distribution Date”: With respect to any “significant obligor” (within the meaning of Item 1101(k) of Regulation
AB) with respect to an Other Securitization Trust holding a Companion Loan, the “Distribution Date” (or analogous concept)
under the related Other Pooling and Servicing Agreement.


“Relevant
Governmental Body”: The Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially
endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.


“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 and any related regulations or announcements promulgated thereunder by the U.S. Department of the Treasury.


“Remittance
Date”: With respect to each Distribution Date, the Business Day immediately preceding such Distribution Date.




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


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


“Reporting
Servicer”: As defined in Section 14.8.


“Repurchase
Communication”: For purposes of Section 2.2(d) only, any communication, whether oral or written, which need
not be in any specific form.


“Repurchase
Mortgage File”: With respect to any repurchase of the whole Mortgage Loan pursuant to Section 2.8, the Mortgage
File, and with respect to the repurchase of a portion of the Mortgage Loan with respect to any Property or Foreclosed Property,
as applicable, the new promissory note, mortgage and other documents evidencing the new mortgage loan created as a result of the
release of the cross-collateralization provisions of the Mortgage Loan Agreement.


“Repurchase
Price”: An amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Trust Loan (or, in
the case of a repurchase of a portion of the Trust Loan relating to any Property, the Allocated Mortgage Loan Amount of the related
Property), (ii) accrued and unpaid interest on the Trust Loan at the weighted average of the Component Rates (exclusive of the
Default Rate) to and including the last day of the related Mortgage Loan Interest Accrual Period in which the repurchase is to
occur (or, in the case of a repurchase of a portion of the Trust Loan, an amount equal to the aggregate accrued and unpaid interest
at the weighted average of the Component Rates (exclusive of the Default Rate) on the portion(s) of the amount in clause (i) being
reduced from the principal balance of the Trust Loan as a result of the application of release of cross-collateralization provisions),
(iii) unreimbursed Property Protection Advances and Administrative Advances together with interest on such Advances allocable to
the Trust Loan pursuant to the Co-Lender Agreement, (iv) an amount equal to all interest on outstanding Monthly Payment Advances,
(v) any unpaid Trust Fund Expenses allocable to the Trust Loan pursuant to the Co-Lender Agreement and (vi) any other out-of-pocket
expenses reasonably incurred or expected to be incurred by the Servicer, Special Servicer, Certificate Administrator, Trustee or
Operating Advisor arising out of the enforcement of the repurchase obligation, (or in the case of a repurchase of a portion of
the Trust Loan, the sum of (1) any unreimbursed Administrative Advances and Property Protection Advances reasonably attributable
to the related Property or Foreclosed Property together with interest on such Advances and (2) an amount equal to the product of
(x) the Partial Repurchase Fraction multiplied by (y) any unreimbursed Administrative Advances and Property Protection Advances
not reasonably attributable specifically in respect of any particular Property or Foreclosed Property together with interest on
such Advances (in each case, allocable to such Trust Note pursuant to the Co-Lender Agreement), (iv) an amount equal to all interest
on outstanding Monthly Payment Advances (allocable to such Trust Note pursuant to the Co-Lender Agreement) (or in the case of a
repurchase of a portion of the Trust Loan, an amount equal to the Partial Repurchase Fraction multiplied by the aggregate amount
of interest on outstanding




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Monthly Payment Advances), (v) any unpaid
Trust Fund Expenses (allocable to such Trust Note pursuant to the Co-Lender Agreement) (or in the case of a repurchase of a portion
of the Trust Loan, the sum of (1) any unpaid Trust Fund Expenses reasonably attributable to the related Property or Foreclosed
Property plus (2) an amount equal to the product of (x) the Partial Repurchase Fraction multiplied by (y) any unpaid Trust Fund
Expenses not reasonably attributable to any particular Property or Foreclosed Property) and (vi) any other out-of-pocket expenses
reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or the Operating Advisor arising out of the enforcement of the repurchase obligation (allocable to such Trust Note pursuant to
the Co-Lender Agreement). No Liquidation Fee shall be payable by the Trust Loan Seller in connection with a repurchase of the Trust
Loan (or an allocable portion 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 ninety (90) day time period required by the Trust Loan Purchase
Agreement for the Trust Loan Seller to cure or repurchase the Trust Loan or a portion of the Trust Loan, respectively (including
any applicable extended cure periods).


“Repurchase
Request”: With respect to the Trust Loan, any request or demand whether oral or written that the Trust Loan be repurchased
or replaced, whether arising from a Material Breach or Material Document Defect or other breach of a representation or warranty.


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


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


“Repurchasing
Seller”: As defined in Section 3.30(a).


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


“Requesting
Party”: As defined in Section 3.27.


“Required
Advance Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Payment Advance
with respect to the Trust Loan (taking into account any Trust Appraisal Reduction Amount as of such Distribution Date) that would
be required to be made on the related Remittance Date by the Servicer had the Borrowers not made any portion of the Monthly Payment
(or an Assumed Monthly Payment) for the related Payment Date (or an 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 Certificate
Administrator Fee (including the portion that is the Trustee Fee), to the Operating Advisor in respect of the Operating Advisor
Fee and to CREFC® in respect of the CREFC® Intellectual Property Royalty License Fee.


“Required
Third Party Purchaser Retention Amount”: The entire Certificate Balances of the Risk Retention Certificates


“Reserve
Account”: Any reserve account required to be maintained under the Mortgage Loan Agreement.




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“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 Corporate Trust 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 or prospective purchaser of a Certificate (and the agents and Affiliates
of the foregoing) that is an owner of any interest (whether legally, beneficially or otherwise) in the Mezzanine Loan where the
Mezzanine Lender has accelerated the Mezzanine Loan or commenced foreclosure proceedings against the related Mezzanine Equity Collateral.


“Restricted
Party”: As defined in the definition of Privileged Information Exception.


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


“Retaining
Sponsor”: JPMCB.


“Risk Retention
Affiliate” or “Risk Retention Affiliated”: As “affiliate” or “affiliated” are defined
in Section 244.2 of the Credit Risk Retention Rules.


“Risk Retention
Agreement”: The Third Party Purchaser Agreement, made and entered into on February 11, 2020, by and among the Depositor,
JPMCB and the Third Party Purchaser.


“Risk Retention
Certificates”: The Class HRR Certificates.


“Risk Retention
Period”: The period from the Closing Date until the date that is the earliest of the latest of (A) the date on which
the total unpaid principal balance of the Trust Loan has been reduced to 33% of the principal balance of the Trust Loan as of the
Closing Date; (B) the date on which the total outstanding Certificate Balance of the Certificates has been reduced to 33% of the
total outstanding Certificate Balance of the Certificates as of the Closing Date; and (C) two years after the Closing Date; or
(D) subject to the consent of the Retaining Sponsor (which consent shall not be unreasonably withheld), the date on which the Credit
Risk Retention Rules have been officially repealed or abolished in their entirety or officially determined by the relevant regulatory
agencies to be no longer applicable to the transaction or the Risk Retention Certificates.




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“Rule 15Ga-1”:
Rule 15Ga-1 under the Exchange Act.


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


“Rule 17g-5”:
Rule 17g-5 under the Exchange Act.


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


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


“Rule 144A
Information”: As defined in Section 3.21(d).


“Rule 144A
Information Recipients”: As defined in Section 3.21(d).


“S&P”:
S&P Global Ratings, and its successors in interest.


“Sarbanes
Oxley Act”: The Sarbanes Oxley Act of 2002 and the rules and regulations of the Commission promulgated thereunder (including
any interpretations thereof by the Commission’s staff).


“Sarbanes-Oxley
Certification”: With respect to an Other Securitization Trust, the certification required to be filed together with such
Other Securitization Trust’s Exchange Act report on Form 10-K pursuant to Rule 13a-14 and Rule 15d-14 of the Exchange Act.


“Scheduled
Maturity Date”: (a) With respect to the Floating Rate Loan, the Payment Date occurring in January 10, 2022 or, following
an exercise of the Borrower of one (1) or more of the Floating Rate Loan extension options, the applicable Extended Maturity Date;
and (b) with respect to the Fixed Rate Trust Loan, the Payment Date occurring in January 10, 2025.


“Securitization
Cooperation Provisions”: The provisions set forth in Sections 9.1 and 9.2 of the Mortgage Loan Agreement (which sections
provide for, among other things, indemnifications by the Borrowers for certain information contained in the Offering Circular).


“Securitization
Indemnification Agreements”: (i) The indemnification agreement, dated as of February 7, 2020, among the Depositor, the
Initial Purchasers, the Trust Loan Seller, the Borrowers and the Guarantor, (ii) the indemnification agreement, dated as of February
12, 2020, among the Depositor, the Initial Purchasers, the Trust Loan Seller, the Borrowers and the Guarantor, and (iii) the indemnification
agreement, dated as of March 5, 2020, among the Depositor, the Initial Purchasers, the Trust Loan Seller, the Borrowers and the
Guarantor.


“Senior Fixed
Rate Trust Loan”: The portion of the Fixed Rate Trust Loan evidenced collectively by Component A-FX, Component B-FX and
Component C-FX.


“Sequential
Order”: (i) With respect to distributions in respect of principal of the Principal Balance Certificates of any Series
on any Distribution Date, sequentially to the Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class
HRR Certificates of such Series, in that order; and, such distributions will be made until the Certificate Balance of each such
Class is reduced to zero and (ii) with respect to distributions in respect of interest on




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the Regular Certificates on any Distribution
Date, the Class A and Class X Certificates (other than the Class X-HFL Certificates), on a pro rata basis, and then sequentially
to the Class B, Class C, Class D, Class E, Class F, Class G Certificates, then to the Class H and Class X-HFL on a pro rata
basis, and then to the Class HRR Certificates, in that order until the interest to which each such Class is entitled is paid
in full.


“Series FL
Certificates”: The Class A-FL, Class X-CP, Class X-EXT, Class B-FL, Class C-FL, Class D-FL, Class E-FL, Class F-FL, Class
G-FL, Class H-FL, Class X-HFL, Certificates and the Class HRR (FL Component).


“Series FX
Certificates”: The Class A-FX, Class XA-FX, Class XB-FX, Class B-FX, Class C-FX, Class D-FX, Class E-FX, Class F-FX,
Class G-FX, Class H-FX Certificates and the Class HRR (FX Component).


“Series Principal
Distribution Amount”: For each Distribution Date and each of the Series FL Certificates and the Series FX Certificates
will equal all amounts collected or advanced in respect of principal during the related Collection Period with respect to the Trust
Loan that would be allocated to the Related Component for such Series under the Mortgage Loan Documents and the Co-Lender Agreement
(which allocation will follow the Principal Allocation Order).


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


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


“Servicer
Investment Personnel”: As defined in Section 6.5(a).


“Servicer
Servicing Personnel”: As defined in Section 6.5(a).


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


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Mortgage Loan or
any other assets of the Trust by an entity (other than the Certificate Administrator or 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 Trust Loan, each Companion Loan and any Foreclosed Property, a fee payable monthly to the Servicer
pursuant to Section 3.17 (which includes the Excess Servicing Fee), that will accrue at the Servicing Fee Rate, computed
on the




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basis of the same principal amount,
on the same interest accrual basis, and for the same Mortgage Loan Interest Accrual Period respecting which any related interest
payment on the Trust Loan or such Companion Loan, as the case may be, is (or would have been) computed. For the avoidance of doubt,
the Servicing Fee with respect to the Trust Loan shall be deemed payable from the Lower-Tier REMIC.


“Servicing
Fee Rate”: 0.0025% per annum with respect to the Trust Loan and 0.0025% per annum with respect to the Companion
Loans.


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Trustee,
the Certificate Administrator, the Operating Advisor, 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 applicable, in the form of an
Officer’s Certificate, as such list may from time to time be amended.


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


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


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the Mortgage
Loan Documents. The parties to this Agreement acknowledge that that in the event a Property securing a Companion Loan is a “significant
obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization Trust that includes
such Companion Loan, the date on which quarterly financial statements are required to be delivered to the related lender under
the Mortgage Loan Documents is, with respect to net operating income information, forty-five (45) days following the end of each
fiscal quarter, subject to the terms of the Mortgage Loan Agreement.


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


“Similar
Law”: As defined in Section 5.3(m).


“Special
Notice”: As defined in Section 5.6.


“Special
Servicer”: CWCapital, 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.




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


“Special
Servicer Investment Personnel”: As defined in Section 6.5(b).


“Special
Servicer Servicing Personnel”: As defined in Section 6.5(b).


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


“Special
Servicing Fee”: If the Mortgage Loan becomes a Specially Serviced Mortgage Loan, a fee payable monthly to the Special
Servicer equal to an amount computed on the basis of the same principal amount and for the same period respecting which any related
interest payment on the Specially Serviced Mortgage Loan is computed, at a rate of 0.25% per annum until the Special Servicing
Loan Event with respect to the Specially Serviced Mortgage Loan no longer exists. 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 shall be deemed payable from the Lower-Tier REMIC.


“Special
Servicing Loan Event”: With respect to the Trust Loan or the Mortgage Loan, (i) the Borrowers have not made two consecutive
Monthly Payments (and have not cured at least one such delinquency by the next Payment Date under the Mortgage Loan Documents)
in respect of the Mortgage Loan; (ii) the Servicer and/or the Trustee have made two consecutive Monthly Payment Advances with respect
to the Trust Loan or the Mortgage Loan (regardless of whether such Monthly Payment Advances have been reimbursed); (iii) the Borrowers
fail to make each entire 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 financing commitment from an acceptable lender or a signed purchase and sale agreement and that
is reasonably satisfactory in form and substance to the Servicer from an acceptable lender or purchaser that provides that such
refinancing or sale will occur within 120 days after the date on which such Balloon Payment will become due (provided that
a Special Servicing Loan Event will occur if either (x) such refinancing or sale does not occur before the expiration of the time
period for refinancing specified in such documentation or (y) the Servicer is required to make a Monthly Payment Advance at any
time prior to such refinancing or sale); (iv) the Servicer has received notice that any Borrower has become the subject as 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 any Properties; (vi) the Borrowers have expressed in writing to the Servicer or the Special 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), a default in the payment of principal or interest under the Mortgage Loan is reasonably foreseeable; or (viii)
a default under the Mortgage 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 the 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), thereafter made three consecutive full and timely Monthly




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Payments on the Mortgage Loan, and,
in the case of any of clauses (i), (ii) or (iii) above, including pursuant to the workout 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 Servicer or 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.


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


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


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


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


“Subordinate
Fixed Rate Trust Loan”: The portion of the Fixed Rate Trust Loan evidenced collectively by Component D-FX, Component
E-FX, Component F-FX, Component G-FX, Component H-FX and Component HRR-FX.


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


“Sub-Servicer”:
Any Person that (i) Services the Mortgage Loan on behalf of the Servicer or any Sub-Servicer and (ii) is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing
functions required to be performed by the Servicer, 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 Trust, to serve
as manager of a Foreclosed Property, which designation, as evidenced by a Rating Agency Confirmation from each Rating Agency, will
not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates or any Companion Loan Securities
by such Rating Agency.


“Tax Matters
Person”: The Person designated as the “tax matters person” of the Upper-Tier REMIC and the Lower-Tier
REMIC, pursuant to Treasury Regulations Section 1.860F-4(d).


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




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


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


“Third Party
Purchaser”: CRE Fund Investments III LLC, or any Person that purchases the Certificates comprising the Required Third
Party Purchaser Retention Amount in accordance with this Agreement and applicable laws and regulations.


“Third Party
Purchaser Agreement”: As defined in Section 3.31(a).


“Third Party
Purchaser Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be established
at the direction of the Retaining Sponsor for the benefit of the Holders of the Risk Retention Certificates.


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


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


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “J.P. Morgan Chase Commercial Mortgage
Securities Trust 2020-NNN”.


“Trust Fund”:
The corpus of the Trust created by this Agreement, consisting of (i) the Trust Loan, including the Trust Notes together with the
Mortgage File (exclusive of the original Companion Loan Notes) relating thereto (other than the rights of the Lender under the
Securitization Cooperation Provisions, which rights shall be retained by the Trust Loan Seller and shall not be assigned to the
Trustee under this Agreement); (ii) all scheduled and Unscheduled Payments on or collections in respect of the Trust Notes; (iii)
any Foreclosed Property (but only to the extent of the Trust’s interest in such Foreclosed Property); (iv) all revenues received
in respect of any Foreclosed Property (but only to the extent of the Trust’s interest in such Foreclosed Property); (v) the
Servicer’s, Special Servicer’s and the Trustee’s rights under the insurance policies with respect to any Property
required to be maintained pursuant to this Agreement and any proceeds thereof (but only to the extent of the Trust’s interest
therein); (vi) any indemnities or guaranties given as additional security for the Trust Notes (but only to the extent of the Trust’s
interest therein); (vii) all funds deposited in the Collection Account (but only to the extent of the Trust’s interest therein),
the Interest Reserve Account and the Distribution Account, including reinvestment income thereon (except as otherwise provided
herein); (viii) any environmental indemnity agreements relating to the Properties (but only to the extent of the Trust’s
interest therein); (ix) the rights and remedies of the Depositor under the Trust Loan Purchase Agreement; (x) the security interest
in the Reserve Accounts granted pursuant to Section 2.1 (but only to the extent of the Trust’s interest therein);
(xi) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC; (xii) the Uncertificated
Lower-Tier Interests; and (xiii) the proceeds of any of the foregoing.


“Trust Fund
Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust (including, without limitation,
all interest on Advances and any other unanticipated expenses of the Trust reimbursable or payable by the Borrowers or Guarantor
under the Mortgage Loan Documents to the extent not reimbursed by the Borrowers or deemed a




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Nonrecoverable Advance) and all other
amounts (such as indemnification payments, Special Servicing Fees, Work-out Fees, Liquidation Fees and Operating Advisor Fees),
in each case, permitted to be retained, reimbursed or withdrawn and remitted by, or to, as applicable, the Servicer, the Special
Servicer, the Operating Advisor or the Certificate Administrator (on behalf of itself or the Trustee), as applicable, from the
Collection Account or the Distribution Account pursuant to this Agreement.


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


“Trust Loan
Purchase Agreement”: The Trust Loan Purchase and Sale Agreement dated as of the Closing Date, between the Trust Loan
Seller and the Depositor.


“Trust Loan
Seller”: As defined in the Introductory Statement.


“Trust Notes”:
As defined in the Introductory Statement.


“Trust REMIC”:
The Upper-Tier REMIC or the Lower-Tier REMIC, individually or collectively, as the context may require.


“Trustee”:
Wells Fargo Bank, National Association, in its capacity as trustee, if any successor thereto is appointed as herein provided, such
successor. Wells Fargo Bank, National Association may perform its role through its Corporate Trust Services division.


“Trustee
Fee”: The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee
pursuant to Section 8.5.


“Uncertificated
Lower-Tier Interests”: Any of the Class LA-FL, Class LA-FX, Class LB-FL, Class LB-FX, Class LC-FL, Class LC-FX, Class
LD-FL, Class LD-FX, Class LE-FL, Class LE-FX, Class LF-FL, Class LF-FX, Class LG-FL, Class LG-FX, Class LH-FL, Class LH-FX, Class
LHRR-FX and Class LHRR-FL Uncertificated Interests.


“Uninsured
Cause”: Any cause of damage to property of the Borrowers subject to the Mortgages 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 any related Properties (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 the Mortgage Loan not scheduled to be received, other than Monthly Payments or the Balloon Payment.


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




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“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 shall from time to time be held in the Upper-Tier Distribution Account.


“U.S. 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. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided as applicable
Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as a U.S. Person); or (v) any
other Person that is disregarded as separate from its ownership for U.S. federal income tax purposes and whose owner is described
in clauses (i) through (iv) above.


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


“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 Certificateholders
as follows: (1) (x) except as described in clause (y) of this clause (1), 4% in the aggregate to the Class X Certificates
(for so long as (A) the Notional Amount of such Classes has not been reduced to zero and (B) with respect to the Class X-CP Certificates,
the related Pass-Through Rate has not been reduced to zero) allocated to such Classes pro rata based on their respective
Notional Amounts and (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 other Class of Regular Certificates, a percentage equal
to the product of (x) the percentage of Voting Rights remaining after allocations in clause (1) above, and (y) a percentage
equal to the aggregate Certificate Balance (and in connection with certain votes described in this Agreement, taking into account
any notional reduction in the Certificate Balance for Trust Appraisal Reduction Amounts (other than deemed Trust Appraisal Reduction
Amounts) allocated to the Certificates) of the Class, in each case, determined as of the prior Distribution Date, divided by the
aggregate Certificate Balance (and in connection with certain votes under this Agreement, taking into account any notional reduction
in the Certificate Balance for Trust Appraisal Reduction Amounts allocated to the Certificates) of all Classes of Certificates
(other than the Class R Certificates), each determined as of the prior Distribution Date. The Class R Certificates shall not be
entitled to any Voting Rights.


“Wells Fargo
Bank”: Wells Fargo Bank, National Association, a national banking association, and its successors-in-interest.


“Withheld
Amounts”: As defined in Section 3.4(e).




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“Work-out
Fee”: A fee payable to the Special Servicer pursuant to Section 3.17 equal to one-half of one percent (0.50%) of
each payment of principal and interest (other than Default Interest) made on the Mortgage Loan following the execution of a written
agreement with the applicable Borrowers negotiated by the Special Servicer, if a Special Servicing Loan Event is terminated following
resolution of such Special Servicing Loan Event by such agreement (for so long as another Special Servicing Loan Event does not
occur); provided that any such Work-out Fee shall be reduced by any Net Modification Fees paid by the Borrowers with respect to
the Mortgage Loan that were received and retained by the Special Servicer in the prior 12 months, but only to the extent those
Net Modification Fees have not previously been deducted from a Work-out Fee or Liquidation Fee (each amount of the Work-out Fee
will be reduced to an amount (but not to an amount less than zero) until the aggregate amount of such reductions equals such Net
Modification Fees).


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


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


1.2.      Interpretation.
(a) Whenever this Agreement refers to a Distribution Date and a “related” Collection Period, Mortgage Loan Interest
Accrual Period, Certificate Interest Accrual Period or Payment Date, such reference shall be to the Collection Period, Mortgage
Loan Interest Accrual Period, Certificate Interest Accrual Period or Payment Date, as applicable, occurring immediately preceding
or most recently ended prior to, 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 Certificate 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)       Calculations
of interest on the Series FX Certificates shall be computed (or in the case of the Class XA-FX and Class XB-FX Certificates, expressed)
on the basis of a 360-day year consisting of twelve 30-day months. Calculation of interest on the Series FL Certificates shall
be computed (or in the case of the Class X-CP, Class X-EXT, Class X-HFL Certificates, expressed) on the basis of the actual number
of days elapsed in the related Certificate Interest Accrual Period and a 360-day year.


1.3.      Certain Calculations
in Respect of the Trust Loan or 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 Borrowers, Liquidation Proceeds, Condemnation Proceeds or
Insurance Proceeds shall be applied to amounts due and owing under the Mortgage Loan Documents and the Co-Lender Agreement (including
for principal and accrued and unpaid 




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interest) in accordance with the express provisions of the Mortgage Loan Documents and the
Co-Lender Agreement; 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 a Mortgage Loan Event of Default, all such amounts collected
that are not required to be distributed to the Companion Loan Holders pursuant to the Co-Lender Agreement shall be deemed to be
applied in the following order of priority: first, as a recovery of any unreimbursed Advances plus interest accrued thereon
at the Advance Rate and, if applicable, unpaid Liquidation Expenses and unpaid Trust Fund Expenses (including Special Servicing
Fees, Liquidation Fees and Workout Fees previously paid by the Issuing Entity 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 or the Trust Loan, as applicable; third, as a recovery of accrued and unpaid interest on the Trust Loan that
has not been the subject of a Monthly Payment Advance, to the extent of the excess of (i) accrued and unpaid interest on each
outstanding Component at the applicable Component Rate (without giving effect to any increase in such Component Rate required under
the Mortgage Loan Agreement as a result of a Mortgage Loan Event of Default) through and including the end of the Mortgage Loan
Interest Accrual Period in which such collections were received by or on behalf of the Trust, over (ii) the cumulative amount
of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan that
have theretofore occurred under Section 3.23(a) in connection with Trust 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) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Senior
Fixed Rate Trust Loan and the Subordinate Fixed Rate Trust Loan, in that order); fourth, as a recovery of principal due
and payable on the Trust Loan, including by reason of acceleration of the Mortgage Loan following a Mortgage Loan Event of Default
thereunder (or, if the Trust Loan has been liquidated, as a recovery of principal to the extent of its entire unpaid principal
balance) to be allocated among the Components in accordance with the Co-Lender Agreement; fifth, as a recovery of accrued
and unpaid interest on the Trust Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest
portion of the related Monthly Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a)
in connection with Trust Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued
and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied
in accordance with the Co-Lender Agreement); 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 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 Prepayment
Charges then due and owing under the Trust Loan; ninth, as a recovery of any assumption fees and Modification Fees 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 Trust Loan; eleventh, as a recovery of any other amounts then due and owing under the Trust Loan other than unpaid principal
(if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees); and twelfth, as a recovery of any remaining principal of the Trust Loan to the extent
of its remaining unpaid principal balance; provided that, to the extent required under the REMIC Provisions of the Code,
payments or proceeds received with respect to the release of all 




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or any portion of a Property (including following a condemnation)
from the lien of the applicable Mortgage and Mortgage Loan Documents
must be allocated to reduce the principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately
following such release, the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding
any personal property and going concern value); provided further that, to the extent the terms of the Co-Lender Agreement and the
above allocations conflict, the terms of the Co-Lender Agreement shall control.


(b)       Collections
by or on behalf of the Trust in respect of 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) that are not required to be distributed
to Companion Loan Holders pursuant to the Co-Lender Agreement shall be deemed to be applied in the following order of priority:
first, as a recovery of any related and unreimbursed Advances and Administrative Advances plus interest accrued thereon
at the Advance Rate and, if applicable, unpaid Liquidation Expenses and unpaid Trust Fund Expenses (including Special Servicing
Fees, Liquidation Fees and Workout Fees previously paid by the Issuing Entity 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; third, as a recovery of accrued and unpaid interest on the Trust Loan that has not been the subject of a
Monthly Payment Advance to the extent of the excess of (i) accrued and unpaid interest on each outstanding Component at the
applicable Net Component Rate (without giving effect to any increase in such Net Component Rate required under the Mortgage Loan
Agreement as a result of a Mortgage Loan Event of Default) through and including the end of the Mortgage Loan Interest Accrual
Period in which such collections were received by or on behalf of the Trust, over (ii) the cumulative amount of the reductions
(if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan that have theretofore
occurred under Section 3.23(a) in connection with Trust 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)
(such accrued and unpaid interest to be applied in accordance with the Co-Lender Agreement); fourth, as a recovery of principal
on the Trust Loan, including by reason of acceleration of the Trust 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 unpaid principal balance) to be allocated
among the Components in accordance with the Co-Lender Agreement; fifth, as a recovery of accrued and unpaid interest on
the Trust Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related
Monthly Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with
Trust Appraisal Reduction Amounts (to the extent that collections have not theretofore been applied as a recovery of accrued and
unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied in
accordance with the Co-Lender Agreement); sixth, as a recovery of any Default Interest then deemed to be due and owing under
the Trust Loan; and seventh, as a recovery of any other amounts deemed to be due and owing in respect of the Mortgage Loan
(if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees); provided further that, to the extent the terms of the Co-Lender Agreement and the
above allocations conflict, the terms of the Co-Lender Agreement will control.




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(c)       All
net present value calculations and determinations made under this Agreement with respect to the Mortgage Loan, the Trust Loan,
any Companion Loan, or a Property or Foreclosed Property (including for purposes of the definition of “Accepted Servicing
Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely (i) for
principal and interest payments on the Mortgage Loan, the Trust Loan or such Companion Loan, or sale of the Mortgage Loan, the
Trust Loan or such Companion Loan if it is in default, the higher of (1) the rate determined by the Servicer or Special Servicer,
as applicable, 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 weighted average of the Component Rates on the Mortgage Loan, the Trust Loan or such
Companion Loan, as the case may be, based on its outstanding principal balance 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, (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 and (iv) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier
REMIC. Such transfer and assignment includes all payments of interest on the Trust Loan due and payable after the Cut-off Date
and all principal payments received on or after the Closing Date.


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 Borrowers or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment
further include all Mortgage Loan Documents relating to the Trust Loan (other than the Securitization Cooperation Provisions).
Notwithstanding anything to the contrary herein, the rights of the Lender under the Securitization Cooperation Provisions shall
be retained by the Trust Loan Seller and shall not be part of the Trust Fund.


(b)       In
connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian (i) the
original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision, together
with a copy of such Note), each endorsed without recourse to the order of the Trustee in the following form: “Pay to the
order of Wells Fargo Bank, National Association, as Trustee for the benefit of Holders of J.P. Morgan Chase Commercial Mortgage
Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN without recourse or warranty except as
set forth in the Trust and Servicing Agreement, dated as of March 5, 2020, among J.P. Morgan




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Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management
LLC, as Special Servicer, and Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha Surveillance
LLC, as Operating Advisor”, which Notes and all endorsements thereon shall show a complete chain of endorsement from the
original payee(s) to the Trustee and (ii) on or before the fifth day after the Closing Date (the “Delivery Date”),
the following documents or instruments with respect to the Mortgage Loan (collectively with the original Trust Notes required under
clause (i) above, the “Mortgage File”), in each case executed by the parties thereto:


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


(B)       each
original recorded counterpart of the Mortgages or certified copies of the recorded counterparts of the Mortgages;


(C)       each
original Assignment of Mortgage, each in favor of the Trustee, and each in a form that is complete and suitable for recording in
the applicable jurisdiction in which each Property is located to “Wells Fargo Bank, National Association, as Trustee, for
the benefit of Holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates,
Series 2020-NNN”, without recourse;


(D)       the
original Environmental Indemnity;


(E)       a
copy of the Management Agreement;


(F)       the
original Assignment of Management Agreement;


(G)       the
original Cash Management Agreement;


(H)       where
applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together with
a 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;


(I)       the
lender’s title insurance policies obtained in connection with the origination of the Mortgage Loan (or marked, signed commitments
to insure or pro forma title insurance policies), which may be an electronically issued policy, together with any endorsements
thereto;


(J)       any
legal opinions delivered in connection with the closing of the Mortgage Loan;


(K)       the
original Contribution Agreement;




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(L)       the
Interest Rate Cap Agreement and Assignment of Interest Rate Cap Agreement;


(M)       the
Lockbox Agreement;


(N)       the
conditional resignations of the condominium board members, which the Borrower is entitled to appoint, with respect to the Property
identified on Annex A-1 to the Offering Circular as No. 12;


(O)       a
copy of the Mezzanine Loan Agreement, the Mezzanine Loan note, each mezzanine pledge agreement, each mezzanine guaranty agreement,
each mezzanine environmental indemnity, each mezzanine subordination of management agreement and an original of the Intercreditor
Agreement;


(P)       an
original of the Co-Lender Agreement;


(Q)       an
original of the Guaranty;


(R)       subordination-nondisturbance
and attornment agreements for Properties identified on Annex A-1 to the Offering Circular as Capital One, First Midwest Bank –
Lockport, IL, First Midwest Bank – Plainfield, IL, First Midwest Bank – Palos Heights, First Midwest Bank – Blue
Island, IL, First Midwest Bank – Highland, IN, First Midwest Bank – Morris, IL, First Midwest Bank – 2801 West
Jefferson Street Joliet, IL, First Midwest Bank – Chicago Heights, IL, First Midwest Bank – Peotone, IL, First Midwest
Bank – DeKalb, IL, First Midwest Bank – Galesburg, IL, First Midwest Bank – Schaumburg, IL, First Midwest Bank
– Country Club Hills, IL, First Midwest Bank – 1500 Allanson Road Mundelein, IL, First Midwest Bank – Crest Hill,
IL, First Midwest Bank – 1415 West Jefferson Street Joliet, IL, First Midwest Bank – Knoxville, IL, First Midwest Bank
– Lansing, IL, First Midwest Bank – Zion, IL, First Midwest Bank – Genoa, IL, First Midwest Bank – Sycamore,
IL, First Midwest Bank – 411 North Seymour Avenue Mundelein, IL, First Midwest Bank – 1308 North Richmond Road McHenry,
IL, First Midwest Bank – Crystal Lake, IL, First Midwest Bank – Hammond, IN, First Midwest Bank – Johnsburg,
IL, First Midwest Bank – North Chicago, IL, First Midwest Bank – Waukegan, IL, First Midwest Bank – Dyer, IN,
First Midwest Bank – Seneca, IL, First Midwest Bank – 1301 North Larkin Avenue Joliet, IL, First Midwest Bank –
Crete, IL, First Midwest Bank – Champaign, IL, First Midwest Bank – East Moline, IL, First Midwest Bank – Sandwich,
IL, First Midwest Bank – Gary, IN, First Midwest Bank – Crown Point, IN, First Midwest Bank – Griffith, IN, First
Midwest Bank – Frankfort, IL, First Midwest Bank – 4502 West Crystal Lake Road McHenry, IL, and First Midwest Bank
– Park Forest, IL;


(S)       the
post-closing letter; and


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




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The Depositor shall
provide the Servicer promptly following the Closing Date, at its own expense, with copies of all such documents in its possession
constituting part of the Mortgage File.


In addition, the Depositor
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
(which may consist of such policies or certificates).


Each Assignment of
Mortgage and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall be filed
or recorded, as applicable, by a designee of the Depositor, with instructions to return all such recorded documents, or other evidences
of filing issued by the applicable governmental offices, to the Custodian, with a copy to the Servicer. 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 Depositor shall 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 or Assignment of Mortgage, if applicable, after any has been recorded, the obligations of the Depositor hereunder
and the obligations of the Trust Loan Seller under the Trust Loan Purchase Agreement shall be deemed to have been satisfied upon
delivery to the Custodian of a copy of such Mortgage, or Assignment of Mortgage, if applicable, certified by the public recording
office to be a true and complete copy of the recorded original thereof.


The ownership of the
Trust Notes, all other contents of the Mortgage File and the other assets in the Trust Fund shall be vested in the Trust or the
Trustee for the benefit of the Certificateholders and the (other than the Trust Notes) 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 Trust Loan that are not delivered to the Custodian 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. 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 File,
such document shall be delivered promptly to the Custodian.


2.2.      Acceptance by the
Trustee and the Custodian. (a)  By its execution and delivery of this Agreement, the Trustee acknowledges the assignment
to it by the Depositor of the Trust Fund in good faith without notice of adverse claims and the Custodian declares that it holds
and will hold or will cause to be held such documents as are delivered to it constituting the Mortgage File (to the extent the
documents constituting the Mortgage 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
of its acceptance of




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(a)       its appointment hereunder as Custodian, and, in such capacity, that (i) the original Trust Notes specified in clause (i)
of the definition of “Mortgage File” and all allonges thereto, if any, have been received by the Custodian; and (ii) the
original Trust Notes have been reviewed by the Custodian and (A) appear regular on their face (handwritten additions, changes
or corrections shall not constitute irregularities if initialed by the Borrowers), (B) appear to have been executed and (C) purport
to relate to the Trust Loan. The Custodian agrees to review or cause to be reviewed the Mortgage File within 30 days after the
Closing Date, and to deliver to the Depositor, the Companion Loan Holders, the Trustee, the Certificate Administrator, the Directing
Certificateholder (but only prior to the occurrence of a Consultation Termination Event) the Servicer and the Special Servicer
a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in Section 2.1(b)
have been received, and (B) all documents have been executed, appear to be what they purport to be, purport to be recorded
or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate to the Mortgage
Loan. The Custodian shall have no responsibility for reviewing the Mortgage File except as expressly set forth in this Section 2.2(b).
The Custodian shall be under no duty or obligation to inspect, review, or examine any such documents, instruments or certificates
to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized, or appropriate for the
represented purpose, whether the text of any assignment or endorsement is in proper or recordable form (except to determine if
the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been recorded in accordance
with the requirements of any applicable jurisdiction, to independently determine that any document has actually been filed or recorded
in the appropriate office, that any document is other than what it purports to be on its face, or whether the title insurance policies
relate to the Properties.


If the Depositor cannot
deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (ii)(B), (C)
and (I) of Section 2.1(b) with evidence of filing or recording thereon (if intended to be recorded or filed),
solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered
for filing or recordation, the delivery requirements of Section 2.1 shall be deemed to have been satisfied on a provisional
basis as of the Delivery Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall
be deemed to have been included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or
instrument (certified by the applicable public filing or recording office, the applicable title insurance company or the Trust
Loan Seller to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Custodian
on or before the Delivery Date, and either the original of such non-delivered document or instrument, or a photocopy thereof (certified
by the appropriate county recorder’s office, in the case of the documents and/or instruments referred to in clause (ii)(B),
(C) and (I) of Section 2.1(b) to be a true and complete copy of the original thereof submitted for recording),
with evidence of filing or recording thereon, is delivered to the Custodian within 180 days of the Closing Date (or within such
longer period, not to exceed 18 months, after the Closing Date as the Custodian shall consent to so long as the Depositor provides
a certification in writing to the Custodian no less often than every 90 days that it is attempting in good faith to obtain from
the appropriate public filing office or county recorder’s office such original or photocopy).



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(c)       Upon
the first anniversary following the Closing Date, the Custodian shall deliver a final exception report as to any remaining documents
that are not in the Mortgage 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 Trust Loan Seller to repurchase the Trust Loan (or the
allocable portion of the Trust Loan with respect to a Property that was the subject of such Material Breach or Material Document
Defect equal to the Allocated Mortgage Loan Amount for such Property) 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 a Defect with respect to
the documents described in clause (i) of Section 2.1(b) and the documents described in clauses (ii)(A)
through (C) and (J) of Section 2.1(b)) 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 Trustee’s sole remedy against the Trust Loan Seller in connection with a
Material Document Defect is to enforce the repurchase claim in accordance with the provisions of the Trust Loan Purchase Agreement.


(d)       If
the Servicer or the Special Servicer (i) receives a Repurchase Request (the receiving Servicer or Special Servicer, as applicable,
the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal
of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”) or
such a Repurchase Request or Repurchase Request Withdrawal is forwarded to the Servicer or Special Servicer by another party hereto,
then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or Repurchase Request Withdrawal (each, a
“Rule 15Ga-1 Notice”) to the Depositor, the Companion Loan Holders and the Trust 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 Communication of the Repurchase Request
or Repurchase Request Withdrawal is received, as applicable, and (iii) in the case of a Repurchase Request, (A) the identity
of the Person making such Repurchase Request, (B) if known, the basis for the Repurchase Request (as asserted in the Repurchase
Request) and (C) 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 will provide that (i) any Rule 15Ga-1 Notice provided
pursuant to this Section 2.2(d) is so provided only to assist the Trust Loan Seller and Depositor or their respective
Affiliates to comply with Rule 15Ga-1 under the Exchange Act 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




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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 Communication of a Repurchase Request or a Repurchase
Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase
Request Withdrawal to the Servicer (or to the Special Servicer, if a Special Servicing Loan Event has occurred and is continuing),
and include the following statement in the related correspondence: “This is a “Repurchase Request Withdrawal”
under Section 2.2 of the Trust and Servicing Agreement relating to the J.P. Morgan Chase Commercial Mortgage Securities
Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN requiring action by you as the recipient of such
Repurchase Request or Repurchase Request Withdrawal thereunder.” Upon receipt of such Repurchase Communication of such Repurchase
Request or Repurchase Request Withdrawal by the Servicer or the Special Servicer, as applicable, such party shall be deemed to
be the Repurchase Request Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal,
and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request
or Repurchase Request Withdrawal.


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


In the event that
a Property is repurchased pursuant to Section 2.8, the Servicer or Special Servicer shall promptly notify the Depositor,
the Certificate Administrator and the Trustee of such repurchase.


2.3.      Representations
and Warranties of the Trustee. (a) Wells Fargo Bank, National Association, as Trustee, hereby represents and warrants
to the other parties hereto that as of the Closing Date and for the benefit of the Certificateholders:


(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 will
not violate the Trustee’s articles of association 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;




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(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 will 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;


(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 coverage which is in full force and effect and/or otherwise complies with
the requirements of Section 8.6(c); and


(ix)        to
its actual knowledge, the Trustee is not Risk Retention Affiliated with the Third Party Purchaser.


(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 and the Certificateholders.


2.4.        Representations
and Warranties of the Certificate Administrator. (a) Wells Fargo Bank, National Association, 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:




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(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 will not violate the Certificate Administrator’s articles of association 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;


(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);


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




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(viii)      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;
and


(ix)        to
its actual knowledge, the Certificate Administrator is not Risk Retention Affiliated with the Third Party Purchaser.


(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 and the Certificateholders.


2.5        Representations
and Warranties of the Servicer. (a) Midland, as Servicer, hereby represents and warrants to the other parties hereto and
for the benefit of the Certificateholders that as of the Closing Date:


(i)          it
is a division of a national banking association duly organized, validly existing, and 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 any 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;


(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 will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will 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 Fund 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
bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to the
application of the rules of equity, including those respecting the availability of specific performance;


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




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(v)       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;


(vi)       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;


(vii)       it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case, complies with the requirements of Section 3.11 hereof; and


(viii)      to
its actual knowledge, the Servicer is not Risk Retention Affiliated with the Third Party Purchaser.


(b)        The
representations and warranties of the Servicer and the Special 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 and the Certificateholders.


2.6.        Representations
and Warranties of the Special Servicer. (a) CWCapital, as Special Servicer, hereby represents and warrants to the other
parties hereto and for the benefit of the Certificateholders that as of the Closing Date:


(i)          it
is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware;
it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction
where any 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;


(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 will not violate its certificate of organization and limited liability company operating agreement, or any other
material instrument governing its operations, or any laws, regulations, orders or decrees of any governmental authority applicable
to it and will 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 Fund 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
bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject




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to the application of the rules
of equity, including those respecting the availability of specific performance;


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


(v)        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;


(vi)       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


(vii)       it
has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case, complies with the requirements of Section 3.11 hereof.


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 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 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, will 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;




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(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 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 will be determined adversely to the Depositor and will, 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, will 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 Certificateholders, the Trustee, the Certificate Administrator, the Servicer and
the Special Servicer.


(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), neither 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 Trust Loan.




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2.8.        Representations
and Warranties of the Operating Advisor. (a) The Operating Advisor hereby represents and warrants to the other parties hereto
that as of the Closing Date:


(i)          it
is a limited liability company, duly organized, validly existing and in good standing under the laws of the State Delaware, and
the Operating Advisor is in compliance with the laws of the State in which each Property is located to the extent necessary to
perform its obligations under this Agreement;


(ii)         the
execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement
by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents, (B) constitute a
default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of,
any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or
(C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject,
which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor
to perform its obligations under this Agreement or its financial condition;


(iii)        the
Operating Advisor has the full power and authority to enter into and consummate all transactions to be performed by it contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


(iv)        this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding
obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to
(A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of
creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered
in a proceeding in equity or at law;


(v)         the
Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with
the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order
regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating Advisor’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or the financial condition of the Operating Advisor;


(vi)        the
Operating Advisor has errors and omissions insurance coverage that is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.11 hereof;



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(vii)       no
litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor,
which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith
and reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its
obligations under this Agreement;


(viii)      no
consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for
the execution, delivery and performance by the Operating Advisor of, or compliance by the Operating Advisor with, this Agreement
or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval,
authorization or order which has been obtained or can be obtained prior to the actual performance by the Operating Advisor of its
obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Operating
Advisor to perform its obligations hereunder; and


(b)         the
Operating Advisor is an Eligible Operating Advisor.


2.9.        Representations
and Warranties Contained in the Trust Loan Purchase Agreement. (a)  Upon discovery by the Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Operating Advisor 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 Trust 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 the Trust Loan Seller, and
upon receipt or delivery, as applicable, of such notice the Servicer or Special Servicer, as applicable, shall use commercially
reasonable efforts to cause the Trust Loan Seller, to the extent obligated to do so under the Trust Loan Purchase Agreement, to
cure such default or defect or repurchase the Trust Loan (or a portion of the Trust Loan in connection with a Material Breach or
a Material Document Defect) 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; provided,
that within ninety (90) days of (1) the receipt by the Trust Loan Seller of notice of such Material Document Defect or Material
Breach, as the case may be, (2) the discovery of such Defect or Material Breach by any party hereto or (3) in the case of
a Material Document Defect or Material Breach that would cause the Trust Loan not to be a “qualified mortgage” within
the meaning of Code Section 860G(a)(3) (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) (a “Qualified
Mortgage”)), the discovery of such Material Document or Material Breach by such Trust Loan Seller or any party to this
Agreement, the Trust Loan Seller shall either (x) repurchase the Trust Loan (or the allocable portion of the Trust Loan with respect
to a Property that was the subject of such Material Breach or Material Document Defect equal to the Allocated Mortgage Loan Amount
for such Property) at the Repurchase Price, (y) promptly cure such Material Document Defect or Material Breach, as the case may
be, in all material respects; or (z) if such Material Document Defect or Material Breach is not related to the Trust Loan not being
a Qualified Mortgage, indemnify the Trust for the losses directly related to such Material Document Defect or Material Breach,
subject to receipt of Rating Agency Confirmation from each Rating Agency with respect to such action; provided, that in
the event that such 




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Material Document Defect or
Material Breach does not cause the Trust Loan to be other than a “qualified mortgage” as described in Code
Section 860G(a)(3) and is capable of being cured but not within such 90-day period if such Trust Loan Seller has
commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach, such Trust Loan
Seller will have an additional 90 days to complete such cure, or failing such cure, to repurchase the Trust Loan in an amount
equal to the Repurchase Price or if such Material Document Defect or Material Breach is not related to the Trust Loan not
being a Qualified Mortgage, indemnify the Trust for losses directly related to such Material Breach or Material Document
Defect, subject, in the case of any partial repurchase or indemnity in lieu of a repurchase, to receipt of a Rating Agency
Confirmation from each Rating Agency with respect to such action; provided, further, that with respect to such
additional 90-day period, such Trust Loan Seller shall have delivered an officer’s certificate to the Trustee, the
Certificate Administrator, the Operating Advisor, the Special Servicer and the Servicer setting forth the reason why such
Material Document Defect or Material Breach is not capable of being cured within the initial 90-day period and what actions
such Trust Loan Seller is pursuing in connection with the cure thereof and stating that such Trust Loan Seller anticipates
that such Material Document Defect or Material Breach will be cured within the additional 90-day period. For the avoidance of
doubt, no Liquidation Fee will be payable by any Trust Loan Seller in connection with a repurchase of the Trust Loan (or the
allocable portion of the Trust Loan with respect to a Property that was the subject of such Material Breach or Material
Document Defect equal to the Allocated Mortgage Loan Amount for such Property) due to a Material Breach or a Material
Document Defect if made in accordance with and within the 90 day period set forth in the Trust Loan Purchase Agreement
(including any applicable extended period).


(b)          Upon
receipt by the Servicer from the Trust Loan Seller of the Repurchase Price for the Trust Loan (or the allocable portion of the
Trust Loan with respect to a Property that was the subject of such Material Breach or Material Document Defect equal to the Allocated
Mortgage Loan Amount for such Property), the Servicer shall deposit such amount in the Collection Account, and the Custodian shall,
upon receipt of a certificate of a Servicing Officer certifying as to (1) the receipt by the Servicer of the Repurchase Price
and the deposit of the Repurchase Price into the Collection Account pursuant to this Section 2.9(b) and (2) if
applicable, compliance with the conditions set forth in clauses (c) and (d) below, (i) release or cause
to be released to the designees of the Trust Loan Seller the Repurchase Mortgage File and the Trustee shall execute and deliver
such instruments of transfer or assignment, in each case without recourse, representation or warranty (except that the Trust Loan
(or the allocable portion of the Trust Loan with respect to a Property that was the subject of such Material Breach or Material
Document Defect equal to the Allocated Mortgage Loan Amount for such Property) 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 (or allocable portion
thereof) released pursuant hereto and the Certificate Administrator, the Trustee, the Servicer and the Special Servicer shall have
no further responsibility with regard to such Repurchase Mortgage File and (ii) release or cause to be released to the Trust
Loan Seller any escrow payments and Reserve Accounts held by the Trustee, or on the Trustee’s behalf, in respect of the Trust
Loan (or the allocable portion of the Mortgage Loan with respect to a Property that was the subject of such Material Breach or
Material Document Defect equal to the Allocated Mortgage Loan Amount for such Property).



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(c)         In
connection with any partial repurchase of the Trust Loan in connection with a Material Breach or Material Document Defect,
the Servicer, Special Servicer and Trustee, as applicable, shall comply with, and enforce the provisions of Section 9.1
of the Mortgage Loan Agreement and Section 15(l) of the Intercreditor Agreement and further, the Depositor shall cause
each Repurchasing Seller, at such Repurchasing Seller’s own expense, to deliver, or cause to be delivered, to the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor all of the following:
(i) a Rating Agency Confirmation with respect to the splitting of the Mortgage Loan in connection with such repurchase,
(ii) an Opinion of Counsel of nationally recognized tax counsel for the Repurchasing Seller to the effect that such
splitting of the Trust Loan in connection with such repurchase will not cause the Trust Fund to fail to qualify as a REMIC
for federal income tax purposes, (iii) a written instrument executed by the Borrowers to the effect that (1) they release the
Trust Fund and the parties to this Agreement from any liability that any of them may be construed to have to the Borrowers
for any cost or expense incurred or to be incurred by the Borrowers in connection with such splitting, including, without
limitation, transfer or conveyance fees (if any), mortgage recording taxes (if any) and attorney fees and expenses and (2)
they concur that such splitting of the Trust Loan does not increase in the aggregate any monetary obligation of the Borrowers
under the Mortgage Loan Documents or any other obligation of the Borrowers under the Mortgage Loan Documents in any material
respect; and (iv) such other documents, instruments and opinions as the Servicer or the Special Servicer, as applicable, may
reasonably request.


(d)        To
the extent that the Trust Loan Seller does not repurchase the Trust Loan pursuant to the terms of the Trust Loan Purchase Agreement,
the provisions of Section 3.29 shall apply.


(e)         In
the event that the Trust Loan or a portion thereof is repurchased pursuant to this Section 2.9, the Servicer or Special
Servicer, as applicable, shall promptly notify the Depositor, the Certificate Administrator and the Trustee of such repurchase.


2.10.      Execution and Delivery
of Certificates; Issuance of Uncertificated Lower-Tier Interests. 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 Certificate Administrator acknowledges the issuance of (x) the Uncertificated Lower-Tier Interests
to the Depositor and (y) the Class LT-R Interest, in exchange for the Trust Loan, receipt of which is hereby acknowledged,
(ii) immediately thereafter, the Certificate Administrator acknowledges (x) the assignment by the Depositor to the Trustee of the
Uncertificated Lower-Tier Interests, and in exchange therefor that it (y) has executed and has authenticated and delivered
to or upon the order of the Depositor, the Regular Certificates and has issued the Class UT-R Interest, and (z) 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 (iii) the Depositor hereby acknowledges the receipt by it or its designees, of the Regular
Certificates in authorized denominations and the Class UT-R Interest evidencing the entire beneficial ownership of the
Upper-Tier REMIC.


2.11.      Miscellaneous REMIC
Provisions. (a)  The Class A-FL, Class A-FX, Class X-CP, Class X-EXT, Class XA-FX, Class XB-FX,
Class B-FL, Class B-FX, Class C-FL, 




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Class C-FX, Class D-FL, Class D-FX, Class E-FL,
Class E-FX, Class F-FL, Class F-FX, Class G-FL, Class G-FX, Class H-FL, Class
X-HFL, Class H-FX Certificates and Class HRR (Component FL) and Class HRR
(Component FX) are hereby designated as the “regular interests” in the Upper-Tier REMIC within the meaning of
Section 860G(a)(1) of the Code. The Class UT-R Interest, represented by the Class R Certificates, 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.


(b)         The
Class LA-FL, Class LA-FX, Class LB-FL, Class LB-FX, Class LC-FL, Class LC-FX,
Class LD-FL, Class LD-FX, Class LE-FL, Class LE-FX, Class LF-FL, Class LF-FX,
Class LG-FL, Class LG-FX, Class LH-FL, Class LH-FX, Class LHRR-FL and Class LHRR-FX
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, represented by the Class R Certificates, 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.


2.12.        Resignation Upon
Prohibited Risk Retention Affiliation. Upon the occurrence of (i) a Servicing Officer of the Servicer or a Responsible Officer
of the Certificate Administrator or the Trustee, as applicable, obtaining actual knowledge that the Servicer, the Certificate Administrator
or the Trustee, as applicable, is or has become a Risk Retention Affiliate of the Third Party Purchaser (an “Impermissible
TPP Affiliate”), (ii) the Servicer, the Certificate Administrator, or the Trustee receiving written notice by any other
party to this Agreement, the Third Party Purchaser, any Trust Loan Seller, or any Initial Purchaser that the Servicer, the Certificate
Administrator or the Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor obtaining
actual knowledge that it is or has become a Risk Retention Affiliate of the Third Party Purchaser or any other party to this Agreement
(an “Impermissible Operating Advisor Affiliate”; and either of an Impermissible TPP Affiliate and an Impermissible
Operating Advisor Affiliate being an “Impermissible Risk Retention Affiliate”), then in each such case the Impermissible
Risk Retention Affiliate shall be required to promptly notify the Retaining Sponsor and the other parties to this Agreement and
resign in accordance with Section 3.32(m), Section 6.4 or Section 8.7. The resigning Impermissible Risk Retention
Affiliate shall be required to bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the
Trust and each Rating Agency in connection with such resignation as and to the extent required under this Agreement; provided,
however, if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third Party Purchaser
acquiring an interest in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate,
then such costs and expenses shall be an expense of the Trust.


		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, each as an independent
contractor, shall service and administer the Mortgage Loan and administer Foreclosed Properties solely on behalf of the Trust and
the Companion Loan Holders in the best interest of, and for the benefit of, all the Certificateholders and the Companion Loan Holders
as a collective whole as if such they 




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constituted one lender (taking
into account the subordinate nature of the Subordinate Fixed Rate Trust Loan and the portion of the Floating Rate Loan
comprising the same Components of the Subordinate Fixed Rate Trust Loan to the Senior Fixed Rate Trust Loan and Companion
Loan) (as determined by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable
judgment), in accordance with applicable law (including the REMIC Provisions), the terms of this Agreement, the Intercreditor
Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and, to the extent consistent with the foregoing, the
following standards: (i) the higher of (a) 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 properties for other third-party portfolios, giving due consideration to customary and usual
standards of practice of prudent institutional commercial mortgage lenders in servicing their own loans and administering
their own foreclosed properties, or (b) with the care, skill, prudence and diligence the Servicer or the Special
Servicer, as applicable, uses for loans which it owns or for foreclosed properties it owns and administers; (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 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 they constituted one lender (taking into account the subordinate nature of the
Subordinate Fixed Rate Trust Loan and the portion of the Floating Rate Loan comprising the same Components of the Subordinate
Fixed Rate Trust Loan to the Senior Fixed Rate Trust Loan and Companion Loan) on a net present value basis and (b) the
payment of Trust Fund Expenses that are reimbursable or payable by the Borrowers and the Guarantor under the Mortgage Loan
Agreement; and (iii) without regard to:


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


(B)       the
ownership of any Certificate or any interest in a Mezzanine Loan, any Companion Loan or other indebtedness secured by any Property
or any certificate backed by a Companion Loan by the Servicer or the Special Servicer or by any Affiliate thereof;


(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 loans or property by the Servicer or the Special Servicer, as applicable,
or any Affiliate thereof.



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Subject to the
above-described servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and
the terms of this Agreement and of the Mortgage Loan Documents, the Servicer and the Special Servicer each shall have full
power and authority, acting alone and/or through (in the case of the Servicer) 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 such 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) 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 and the Certificate Administrator’s prior
written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s or the Certificate
Administrator’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 or the Certificate
Administrator 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 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 Trust Loan and the Companion Loans.


In connection with
the Ground Lease, the Servicer shall promptly, and in any event within 60 days following the later of receipt of the Ground Lease
and the Closing Date, notify the related ground lessor of the transfer of the Mortgage Loan to the Trust Fund pursuant to this
Agreement and inform such ground lessor that any notices of default under the Ground Lease should thereafter be forwarded to the
Servicer. The Servicer shall enforce the rights of the Lender under the Mortgage Loan Agreement with respect to the Interest Rate
Cap Agreement and any replacement interest rate cap agreement in accordance with Accepted Servicing Practices.


Except as otherwise
expressly set forth in this Agreement, any party to this agreement, acting in any particular capacity hereunder will not be deemed
to be imputed with knowledge of (a) such party, acting in a capacity that is unrelated to the transactions contemplated by this
Agreement, or (b) such party, acting in any other capacity hereunder, except, in the case of either clause (a) or (b), where some
or all of the obligations performed in such capacities are performed by one or more employees within the same group or division
of such party, or where the groups or divisions responsible for performing the obligations in such capacities have one or more
of the same Responsible Officers; provided, however, the knowledge of employees performing special servicing functions
shall not be imputed to employees performing master servicing functions, and the knowledge of employees performing 




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master servicing functions shall not
be imputed to employees performing special servicing functions.


3.2.       
Sub-Servicing Agreements. (a)  The Special Servicer shall not engage any Sub-Servicer or enter into any
sub-servicing agreement. The 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 Trust Loan and the Companion
Loans, 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 and the sub-servicer have agreed, and (ii) no sub-servicer retained by the Servicer
shall grant any modification, waiver, or amendment to the Mortgage Loan Documents without the approval of the Servicer. References
in this Agreement to actions taken or to be taken, and limitations on actions permitted to be taken, by the Servicer in servicing
the Mortgage Loan include actions taken or to be taken by a sub-servicer on behalf of the Servicer. Each sub-servicer shall be
(i) 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 (ii) qualified
to perform its obligations under the applicable sub-servicing agreement. For purposes of this Agreement, the Servicer 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 for deposit in the Collection Account, any Cash Management Account, any Reserve Account or the Distribution Account,
and actions taken by the sub-servicer shall be deemed to be actions of the Servicer. The Servicer shall notify the Trustee, the
Certificate Administrator, the Special Servicer, the Operating Advisor, the Borrowers 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.
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.


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


(c)        
Any sub-servicing agreement entered into by the 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 if the Servicer is otherwise terminated pursuant to the terms
of this Agreement, or (ii) a successor Servicer if such successor Servicer has assumed the duties of the Servicer, without
cost or obligation to the Trustee, the successor 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 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




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provision herein shall be construed
so as to require the Trust, the Trustee, the Certificate Administrator, the Special Servicer or the Depositor to indemnify any
such sub-servicer. Notwithstanding anything in this Agreement to the contrary, the Servicer and the Special Servicer are permitted,
at their own expense, or to the extent that a particular expense is provided herein to be an Advance or a Trust Fund Expense, 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 each of their obligations under this Agreement (including but not limited to inspectors,
appraisers, engineers and property managers).


(e)        
Notwithstanding anything herein, each of the initial Servicer and the initial
Special Servicer may delegate certain of its duties and obligations hereunder to an
Affiliate of the Servicer or 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)        
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: (i) with respect to the allocation of collections
on or in respect of the Mortgage Loan, and the 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) to the extent provided for under the Co-Lender Agreement, the consultation
rights of the Companion Loan Holders. With respect to the Mortgage Loan, the Servicer (if the Mortgage Loan is not a Specially
Serviced Mortgage Loan) or the Special Servicer (if the Mortgage Loan has become a Specially Serviced Mortgage Loan or any Property
has been converted to a Foreclosed Property) shall prepare and provide to each Companion Loan Holder all notices, reports, statements
and communications to be delivered by the holder of the Trust Loan under the 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 Loan pursuant to the Co-Lender Agreement. In the event of any conflict between this Agreement and the Co-Lender Agreement,
the terms of the Co-Lender Agreement shall control with respect to the Mortgage Loan.


(g)       
Notwithstanding anything to the contrary herein, at no time shall the Servicer
or the Trustee be required to make any advance of delinquent scheduled monthly payments of principal or interest with respect to
any Companion Loan or any Administrative Advance with respect to any Companion Loan or any Foreclosed Companion Loan.


(h)       
To the extent required under the Loan Documents or the Co-Lender Agreement, the Servicer shall, on behalf of the Lender,
maintain a Notes register for the




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Mortgage Loan. Upon request, the Servicer
shall promptly provide a copy of the Notes register to the Special Servicer.


3.3.       
Cash Management Account. A Lockbox Account and a Cash Management Account have been established pursuant to the terms
of the Mortgage Loan Agreement, the Cash Management Agreement and the Lockbox Agreement. The Servicer shall exercise and enforce
the rights of the Trust Fund with respect to the Cash Management Account and Lockbox Account under the Mortgage Loan Agreement,
the Cash Management Agreement and the Lockbox Agreement in accordance with Accepted Servicing Practices and the other terms of
this Agreement and the other Mortgage Loan Documents.


3.4.       
Collection Account, Companion Loan Distribution Account and Interest Reserve Account. (a)  The Servicer
shall establish and maintain in the name of “Midland Loan Services, a Division of PNC Bank, National Association, as Servicer,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the Holders of J.P. Morgan Chase Commercial
Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN, Collection Account” one
or more deposit accounts (the “Collection Account”) on behalf of the Trustee for the benefit of the Certificateholders
and in the name of “Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, for the benefit of
the Companion Loan Holders with respect to the J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage
Pass-Through Certificates, Series 2020-NNN, Companion Loan Distribution Account” one deposit account for the benefit of the
Companion Loan Holders (the “Companion Loan Distribution Account”), which may be a subaccount of the Collection
Account, and funds in such account shall be remitted to the Companion Loan Holders (collectively, the “Collection Account”).
The Collection Account must be an Eligible Account maintained with an Eligible Institution. The Servicer shall deposit into the
Collection Account within two (2) Business Days of receipt of properly identified and available payments and collections in respect
of the Mortgage Loan the following amounts representing payments and collections received or made during each Collection Period
on or with respect to the Mortgage Loan:


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


(ii)       
all payments on account of interest on the Mortgage Loan, including Default Interest, Spread Maintenance Payments and Yield
Maintenance Premiums;


(iii)      
any amount representing reimbursements by the Borrowers (or the Guarantor) 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;




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(v)       
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;


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


(vii)      
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 or any portion thereof pursuant to Section 2.9(b)
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, (3) amounts from the Mezzanine Lender representing proceeds of a purchase of the Trust
Loan or cure payments permitted to be made by the Mezzanine Lender pursuant to the Intercreditor Agreement or (4) amounts payable
under the Mortgage Loan Documents by any Person to the extent not specifically excluded.


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 Compensation (other than Default Interest and late
payment charges) to which the Servicer or Special Servicer, as applicable are entitled pursuant to Section 3.17 and
any reimbursement made by the Borrowers (or the Guarantor) of expenses of the Servicer or the Special Servicer need not be deposited
in the Collection Account by the Servicer or 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.


(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 (with a copy to the Borrowers) of the
location and account number of the Collection Account and shall notify the Certificate Administrator in writing (with a copy to
the Borrowers) prior to any subsequent change thereof.


(c)        
On or prior to each Remittance Date (or following the securitization of any Companion Loan, in the case of clause (xii)
below, the earlier of (1) the Remittance Date or (2) the Business Day immediately succeeding the “determination date”
set forth in the related Other Pooling and Servicing Agreement; provided that such “determination date” shall not be
earlier than the Determination 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):


(i)        
to withdraw funds deposited therein in error;




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(ii)        
to reimburse the Trustee (and the trustee with respect to each Other Securitization Trust) and the Servicer (and the master
servicer with respect to each Other Securitization Trust), in that order, out of general collections on the Mortgage Loan for any
Nonrecoverable Advances made by each and not previously reimbursed pursuant to clause (vi)(A) below together with unpaid
interest thereon at the Advance Rate as follows: (A) first, to reimburse Nonrecoverable Advances that are Property Protection
Advances and Administrative Advances relating to the Mortgage Loan and the Properties and interest thereon; (B) second,
to reimburse Nonrecoverable Advances that are Monthly Payment Advances on the Senior Fixed Rate Trust Loan, the Companion Loans
and, if applicable, the portion of the Floating Rate Loan comprising the same Components of the Senior Fixed Rate Trust Loan and
interest thereon, on a pro rata and pari passu basis, (C) third, to reimburse Nonrecoverable Advances that
are Monthly Payment Advances on the Subordinate Fixed Rate Trust Loan and, if applicable, the portion of the Floating Rate Loan
comprising the same Components of the Subordinate Fixed Rate Trust Loan and interest thereon, on a pro rata and pari
passu basis; and (D) fourth, to reimburse the master servicer with respect to each Other Securitization Trust for its
pro rata share of Nonrecoverable Advances previously paid from general collections on the related Other Securitization Trust;


(iii)      
concurrently, to pay the Servicing Fee to the Servicer, to pay the Certificate Administrator Fee (including the portion
that is the Trustee Fee) to the Certificate Administrator, and to pay the Operating Advisor Fee to the Operating Advisor;


(iv)      
to pay to the Operating Advisor the Operating Advisor Consulting Fee (but only to the extent actually received from the
Borrowers);


(v)        
to pay (a) to the Servicer, as additional 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 Servicing Fee, if any, the Work-out Fee, if
any, and the Liquidation Fee, if any, to the Special Servicer; provided that such fees may be paid out of other amounts on deposit
in the Collection Account to the extent Default Interest and late payment charges are not sufficient to pay such fees (with respect
to clauses (a) and (b), in that order);


(vi)      
to reimburse the Trustee and the Servicer, in that order, for (A) Advances made by each and not previously reimbursed
from late payments received during the applicable period on the Mortgage Loan, Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds and other collections on the Mortgage Loan; provided that any Advance which has been determined to be a Nonrecoverable
Advance shall be reimbursed pursuant to clause (ii) above and (B) unpaid interest on such Advances at the Advance
Rate; provided, however, that, with respect to Advances that are not deemed to be Nonrecoverable Advances, prior to (x) final liquidation
of all Properties or (y) the final payment and release of the Mortgages, interest on such Advances shall only be paid out of Default
Interest or late payment charges collected in the related Collection Period and after (A) final liquidation of the Properties
or (B) the final payment and release of the Mortgages, interest on such Advances may be paid out of other amounts on deposit
in the




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Collection Account to the extent
Default Interest and late payment charges are not sufficient to pay for such interest on Advances;


(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 any Property, and not otherwise covered and paid by an insurance policy
or deducted from the proceeds of liquidation or not previously reimbursed pursuant to clauses (ii) or (v) above;


(viii)     
to pay to the Servicer, the Special Servicer or the Operating Advisor, as applicable, as additional compensation, (A) to
the extent actually received from 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, any payments
in the nature of any late payment fees and Default Interest (to the extent remaining after payment or reimbursement of any Special
Servicing Fees, Liquidation Fees or Work-out Fees pursuant to clause (v) above and reimbursement of Advances and interest
on Advances pursuant to clause (vi) above), release fees, Assumption Fees, Assumption Application Fees, substitution fees,
Net Modification Fees, consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements
or demands, loan processing fees, loan service transaction fees and similar fees and expenses; and (B) any income earned on the
investment of funds deposited in the Collection Account and the Foreclosed Property Account; provided that such amounts
received during each Collection Period shall not be required to be deposited into the Collection Account and shall be deemed to
have been deposited in the Collection Account and withdrawn pursuant to this clause (viii) solely for the purpose of determining
the Available Funds Reduction Amount in connection with the calculation of the Available Funds for the related Distribution Date;


(ix)       
to pay or reimburse the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the
Operating Advisor in that order, for any indemnities, expenses and other amounts then due and payable or reimbursable to each 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 remit to the Certificate Administrator to pay (or set aside for eventual
payment) any and all taxes imposed on the Trust or the Trust Fund by federal or state governmental authorities, including without
limitation amounts paid pursuant to Section 12.1(k); provided, that, if such taxes are the result of the Depositor’s,
Servicer’s, Special Servicer’s, Operating Advisor’s, the Certificate Administrator’s or Trustee’s,
as applicable, negligence, bad faith or willful misconduct, such amounts may not be withdrawn from the Collection Account, but
shall be paid by such party that was negligent, acted in bad faith or engaged in willful misconduct pursuant to Sections 6.6
and 8.12, as applicable;


(xi)       
to pay CREFC® the CREFC® Intellectual Property Royalty License Fee (according to the payment
instructions set forth on Exhibit R hereto or such other




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payment instructions as CREFC®
may provide from time to time in writing at least two Business Days prior to the Remittance Date); and


(xii)     
to pay the Companion Loan Holders any portion of such collections that are required to be distributed to the Companion Loan
Holders in respect of the Companion Loans pursuant to the terms of the Co-Lender Agreement; provided that in no event shall
the Servicer be permitted to apply any portion of collections that are required to be distributed to the Companion Loan Holders
in respect of the Companion Loans pursuant to the terms of the Co-Lender Agreement to pay or reimburse any CREFC®
Intellectual Property Royalty License Fee, the Certificate Administrator Fee, the Operating Advisor Fee, any Monthly Payment Advance
on the Trust Loan (or interest accrued and payable on such Monthly Payment Advance) or any Trust Fund Expenses that are not related
to the servicing and administration of the Mortgage Loan or the Properties.


Notwithstanding the
foregoing, with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant to clauses 3.4(c)(iii),
(v)(b), (vi), (vii), (ix) or (xi) above if, 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; provided that the Servicer shall
be permitted to make withdrawals in the order of priority specified above up to the amount on deposit in the Collection Account
that would result in funds equaling or exceeding the Required Advance Amount remaining in the Collection Account. Notwithstanding
the foregoing, such withdrawal limitations shall not apply (and accrued amounts previously eligible for withdrawal pursuant to
clauses (iii), (v)(b), (vi), (vii), (ix) or (xi) but which remain unpaid due to the operation of this
paragraph may then be withdrawn and paid) upon (1) the final liquidation of the Mortgage Loan or all the Properties, (2) the
final payment of the Mortgage Loan and release of the Mortgages or (3) the determination that any Advance that would increase the
currently unreimbursed Advances in the aggregate such that it would be a Nonrecoverable Advance.


The Servicer shall
pay to the Certificate Administrator and the Trustee and advance or pay to the Special Servicer, if applicable, from the Collection
Account, as provided above, amounts permitted to be paid to the Special Servicer, the Certificate Administrator and the Trustee
therefrom, promptly upon receipt of certificates of a Responsible Officer of the Certificate Administrator or the Trustee or an
officer of the Special Servicer describing the item and amount to which the Special Servicer, the Certificate Administrator and
the Trustee, as the case may be, are entitled unless such payment to the Special Servicer, the Certificate Administrator or the
Trustee, as the case may be, is clearly required pursuant to this Agreement, in which case a written certificate shall not be required.
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.


(d)       
The Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are on deposit therein, pay
the CREFC® Intellectual Property Royalty License Fee to CREFC® in accordance with Section 3.4(c)(xi)
on a monthly basis, solely from funds on deposit in the Collection Account.




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(e)        
The Certificate Administrator shall establish and maintain a reserve account (which may be a subaccount of the Distribution
Account) (the “Interest Reserve Account”) in its own name on behalf of the Trustee for the benefit of the Certificateholders
(other than the Series FL Certificates). The Interest Reserve Account must be an Eligible Account maintained with an Eligible Institution.
Funds on deposit in the Interest Reserve Account shall be uninvested. 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 deposit into the Interest Reserve Account an amount equal
to one day’s net interest collected on the then-outstanding principal balance of the Fixed Rate Trust Loan (to the extent
the Fixed Rate Trust Loan remains outstanding) as of the Payment Date occurring in the month preceding the month in which such
Distribution Date occurs at the respective Component Rate (net of interest at the Servicing Fee Rate applicable to the Fixed Rate
Trust Loan, the Certificate Administrator Fee Rate (including the portion that is the Trustee Fee Rate), the Operating Advisor
Fee Rate and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of Default Interest in each case allocable
to the Fixed Rate Trust Loan) to the extent a full Monthly Payment, Assumed Monthly Payment or Monthly Payment Advance is made
in respect thereof (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 transfer such amounts into the Distribution Account.


3.5.       
Distribution Account. (a)  The Certificate Administrator shall establish and maintain a deposit account
(the “Distribution Account”) in the name of “Wells Fargo Bank, National Association”, as Certificate
Administrator, on behalf of “Wells Fargo Bank, National Association”, as the Certificate Administrator, and for the
benefit of the Trustee and the holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage
Pass-Through Certificates, Series 2020-NNN, 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 must 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 Distribution Account all Available Funds remaining on deposit therein, after giving effect to
the withdrawals made pursuant to Section 3.4(c). The Certificate Administrator shall credit the funds remitted by the
Servicer from the Collection Account to the Distribution Account.


Amounts held in the
Distribution Account and Interest Reserve Account shall not be invested.


The Certificate Administrator
shall make withdrawals from the Distribution Account to withdraw any amounts deposited in error, to withdraw amounts due to it
under Section 3.4(c), to the extent such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c),
and then to make distributions to the Holders of the Certificates pursuant to Section 4.1.




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(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)        
to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(b) and Section 4.3(b)
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(b);


(ii)        
to withdraw amounts deposited into the Lower-Tier Distribution Account in error and pay such amounts to the Persons entitled
thereto and to withdraw amounts due to it and the Trustee under Section 3.4(c) to the extent such amounts were not withdrawn and
paid to it by the Servicer under Section 3.4(c); and


(iii)        
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 and to withdraw amounts due to it under Section 3.4(c), to the extent
such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c);


(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, or Section 10.2 as applicable; and


(iii)        
to clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 11.1.


3.6.       
Foreclosed Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (the
“Foreclosed Property Account”) in the name of “CWCapital Asset Management LLC, as Special Servicer, on
behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the holders of J.P. Morgan Chase Commercial Mortgage
Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN, Foreclosed Property Account” related
to each 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 the limited liability company wholly owned by the Trust and managed by the Special Servicer,
formed to hold title to such Foreclosed Property pursuant to Section 3.14. Each Foreclosed Property Account must be an Eligible
Account maintained with an Eligible Institution. The Special Servicer shall deposit into the Foreclosed Property Account within
two (2) Business Days of receipt of all properly identified funds collected and received in connection with the operation or ownership
of such Foreclosed Property. On or before the last day of each Collection Period, the Special Servicer shall withdraw the funds
in any Foreclosed Property Account, net of certain expenses and/or reserves (the amount of such expenses and/or reserves as determined
in the Special Servicer’s reasonable discretion), and deposit them into the Collection Account in accordance with Section 3.4(a).
The Special




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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)  Within 60 days after the occurrence of an Appraisal Reduction Event with respect
to the Mortgage Loan, the Special Servicer shall (i) notify the Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor and, so long as no Consultation Termination Event has occurred, the Directing Certificateholder, of such occurrence
of an Appraisal Reduction Event, (ii) order (which order shall be placed within 30 days of the occurrence of the Appraisal
Reduction Event) and use efforts consistent with Accepted Servicing Practices to obtain Appraisals of each Property (provided that
the Special Servicer will not be required to obtain an Appraisal of a Property if there exists an Appraisal which was performed
less than nine (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 such Property since the date of such Appraisal), (iii) determine on the basis of such
Appraisal, and receipt of information reasonably requested by the Special Servicer from the Servicer necessary to calculate the
Appraisal Reduction Amount (if any) whether there exists any Appraisal Reduction Amount and (iv) allocate the Appraisal Reduction
Amount to the Trust Loan and the Companion Loans and give reasonably prompt notice of such Appraisal Reduction Amount, the Trust
Appraisal Reduction Amount and the portion of the Appraisal Reduction Amount allocated to the Companion Loans to the Companion
Loan Holder (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the master servicer, special servicer
and trustee with respect to such Other Securitization Trust), the Trustee, the Certificate Administrator (to the extent not already
reported to such parties on the CREFC® Reports provided by the Servicer and posted on the Certificate Administrator’s
website) and the Operating Advisor. The cost of obtaining such Appraisals 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 a Trust Fund Expense.
Updates of such Appraisals shall be obtained by the Special Servicer, and paid for by the Servicer as a Property Protection Advance
or an Administrative Advance (or paid for by the Trust if the Servicer determines that such Advance would constitute a Nonrecoverable
Advance) every nine (9) months for so long as an Appraisal Reduction Event exists, and the Appraisal Reduction Amount shall be
adjusted accordingly. If required in accordance with any such adjustment, each Class of Certificates that has been notionally reduced
as a result of Trust Appraisal Reduction Amounts shall have its related Certificate Balance notionally restored by the Certificate
Administrator or the Trustee to the extent required by such adjustment of the Trust Appraisal Reduction Amount, and there shall
be a redetermination of whether a Control Event has occurred by the Certificate Administrator. Any such Appraisal obtained under
this Section shall be delivered by the Special Servicer to the Trustee, the Certificate Administrator, the Operating Advisor and,
prior to the occurrence and continuance of a Consultation Termination Event, the Directing Certificateholder, in electronic format,
and the Certificate Administrator shall make such Appraisal available to Privileged Persons pursuant to Section 8.14(b).
The Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably
required to calculate or recalculate any Appraisal Reduction Amount pursuant to the definition thereof, using reasonable efforts
to deliver such information within four (4) Business Days of the Special Servicer’s written request, provided, however,
that the Special Servicer’s failure to timely make such a request shall not relieve the Servicer of its obligation to provide
such




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information to the Special Servicer
in the manner and timing set forth in this sentence. Accordingly, the Special Servicer shall not be obligated to calculate, recalculate,
determine or redetermine any Appraisal Reduction Amount until such time as it receives from the Servicer the information reasonably
required by the Special Servicer to make such calculation, recalculation, determination or redetermination. The Servicer shall
not calculate Appraisal Reduction Amounts.


(b)       
While any Trust Appraisal Reduction Amount (or deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e))
exists with respect to the Trust Loan, (i) the amount of any Monthly Payment Advances shall be reduced as provided in Section 3.23(a),
(ii) the existence thereof (other than any deemed Trust Appraisal Reduction Amount calculated pursuant to Section 3.7(e))
will be taken into account for purposes of determining the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c)
and (iii) except with respect to any deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e), there
shall be a determination of whether a Control Event has occurred.


(c)        
The Certificate Balance of each Class of Regular Certificates (other than the Class A and X Certificates) shall be
notionally reduced solely for purposes of determining (x) the Voting Rights of the related Classes to the extent set forth
in this Agreement (except by any deemed Trust Appraisal Reduction Amounts), (y) the amount of Monthly Payment Advances required
to be made by the Servicer (or the Trustee) pursuant to Section 3.23 and (z) whether a Control Event or Consultation
Termination Event has occurred and is continuing to the extent of any Trust Appraisal Reduction Amount allocated to such Class
on such Distribution Date (except by any deemed Appraisal Reduction Amounts). The Trust Appraisal Reduction Amount for any Distribution
Date shall be applied to notionally reduce the Certificate Balances of the Regular Certificates (other than the Class A and
Class X Certificates) in the following order of priority: first, pro rata, to the Class HRR Certificates, and
pro rata between the Class HRR (FL Component) and Class HRR (FX Component) based on their respective outstanding Certificate
Balances, second, pro rata, based on their outstanding Certificate Balances, to the Class H Certificates, third,
pro rata, based on their outstanding Certificate Balances, to the Class G Certificates, fourth, pro rata,
based on their outstanding Certificate Balances, to the Class F Certificates; fifth, pro rata based on their
outstanding Certificate Balances, to the Class E Certificates; sixth, pro rata, based on their outstanding Certificate
Balances, to the Class D Certificates, seventh, pro rata, based on their outstanding Certificate Balances, to
the Class C Certificates and eighth, pro rata, based on their outstanding Certificate Balances, to the Class B
Certificates, provided that no Certificate Balance in respect of any such Class may be notionally reduced below zero. Trust Appraisal
Reduction Amounts shall not be applied to notionally reduce the Certificate Balance of any Class of the Class A Certificates.


(d)       
In the event that a portion of one or more Monthly Payment Advances with respect to the Trust Loan is reduced as a result
of an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest on the Trust Loan shall be
reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal
of the Trust Loan shall be increased by such amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal
of the Trust Loan have been applied to pay the principal of the Trust Loan, in full, any remaining Net Liquidation Proceeds shall
then be




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applied to pay any remaining accrued
and unpaid interest on the Trust Loan, in accordance with Section 1.3.


(e)        
If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisals or updates of the Appraisals have been obtained
or conducted with respect to each Property or Foreclosed Property, as the case may be, during the nine-month period prior to the
date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding the related Property or Foreclosed
Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially adversely affect the
value of the Property or the Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or delivered
for any Property or Foreclosed Property, as the case may be, within 60 days after the Appraisal Reduction Event, then (x) until
each new Appraisal is delivered, the Appraisal Reduction Amount for the Property or Foreclosed Property, as the case may be, shall
be deemed to be equal to 25% of the total Allocated Mortgage Loan Amount for that Property or Foreclosed Property, as the case
may be, and (y) upon receipt or performance of the new Appraisal by the Special Servicer, the Appraisal Reduction Amount for any
Property or Foreclosed Property, as the case may be, shall be recalculated in accordance with the definition of Appraisal Reduction
Amount. Such deemed Appraisal Reduction Amount shall be allocated to the Components comprising the Floating Rate Loan, the Senior
Fixed Rate Trust Loan, the Subordinate Fixed Rate Trust Loan and the Companion Loans in the same manner in which the actual Appraisal
Reduction Amount is allocated to the Notes. Notwithstanding the foregoing, such deemed Trust Appraisal Reduction Amounts shall
not be allocated to any Class of Certificates for purposes of (i) determining whether a Control Event has occurred and is continuing
or (ii) allocating Voting Rights; provided, however, this sentence shall not affect in any manner the effect of Trust
Appraisal Reduction Amounts based upon anything other than clause (x) of the preceding sentence, including when the related
Appraisals are received.


With respect to any
Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as determined
by an updated Appraisal) of the Properties securing the Mortgage Loan will be determined on an “as-is” basis, based
upon the current physical condition, use and zoning of the Properties as of the date of the Appraisal.


If the Certificate
Balance of the Class H or Class HRR Certificates (taking into account the application of any Trust Appraisal Reduction Amounts
(other than any deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e)) to notionally reduce the Certificate
Balance of such Class) has been reduced to less than 25% of its initial Certificate Balance, such Class will be referred to as
the “Appraised-Out Class”. The Holders of the majority (by Certificate Balance) of an Appraised-Out Class shall
have the right, at their sole expense, to require the Special Servicer to order a second Appraisal of any Property (such Holders,
the “Requesting Holders”). The Special Servicer shall use commercially reasonable efforts to ensure that such
Appraisal is delivered within 60 days from receipt of the Requesting Holders’ written request and shall ensure
that such Appraisal is prepared by an Independent Appraiser.


In addition, if subsequent
to the Class H or Class HRR Certificates becoming an Appraised-Out Class there is a material change with respect to any Property
related to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class, the




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Requesting Holders shall have the right
to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth the Requesting
Holder’s belief of what constitutes a material change to the related Property (including any related documentation). The
costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation,
determined in accordance with Accepted Servicing Practices, that there has been a change with respect to such Property and such
change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall
be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser
may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting
the Special Servicer to obtain an additional Appraisal), and shall recalculate such Appraisal Reduction Amount and the Trust Appraisal
Reduction Amount based upon such second Appraisal. If required by any such recalculation, the Appraised-Out Class shall be reinstated
as the Controlling Class. Appraisals that are permitted to be requested by any Appraised-Out Class shall be in addition to any
Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the
occurrence of such material change or that the Special Servicer is otherwise required or permitted to order under this Agreement
without regard to any Appraisal requests made by any Requesting Holder.


Upon receipt of any
supplemental Appraisal pursuant to the two preceding paragraphs, the Special Servicer shall recalculate the Appraisal Reduction
Amount and the Trust Appraisal Reduction Amount based upon such second Appraisal. If required by any such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class and the Appraised-Out Class shall have its Certificate Balance notionally restored
to the extent required by such recalculation of the Appraisal Reduction Amount and the Trust Appraisal Reduction Amount.


Any Appraised-Out
Class for which the Requesting Holders are challenging the Special Servicer’s Appraisal Reduction Amounts determination may
not exercise any rights of the related Controlling Class until such time, if any, as such Class is reinstated as the Controlling
Class.


3.8.       
Investment of Funds in the Collection Account and Any Foreclosed Property Account. (a)  The Servicer, with
respect to the Collection Account and the Reserve Accounts, and the Special Servicer, with respect to the Foreclosed Property Accounts,
may direct any depository institution maintaining the Collection Account, any Foreclosed Property Account and any Reserve Account
(to the extent interest is not payable to the Borrowers under applicable law or the Mortgage Loan Documents), respectively (each,
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 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 for the benefit of
the




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Certificateholders (in its capacity
as such) or in the name of a nominee of the Trustee. The Trustee shall have sole control (except with respect to investment direction,
which shall be in the control of the Servicer (or the Special Servicer, with respect to any Foreclosed Property Accounts) as an
independent contractor to the Trust Fund) 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 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
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 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 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 and the Reserve Accounts (to
the extent not payable to the Borrowers under applicable law or the Mortgage Loan Documents) 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 Reserve Accounts (except, in the case of any such loss with respect to a Reserve Account, to the extent any such losses
are incurred on amounts 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. Notwithstanding the above, neither the Servicer
nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss
(i) was incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company
that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth
in the definition of “Eligible Institution” included in Section 1.1 at the time such investment was made,
(ii) such loss was incurred within 30 days of the date of such insolvency, (iii) such loss is not the result of fraud,
negligence or the willful misconduct of the Servicer or the Special Servicer, as applicable and (iv) and such institution was not
an Affiliate of the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor or the Trustee, as applicable.


(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




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any other performance required under
any Permitted Investment, the Servicer 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 takes any such action, the Trust Fund shall
pay or reimburse the Servicer, pursuant to Section 3.4(c), for all reasonable out-of-pocket expenses, disbursements
and advances incurred or made by the Servicer in connection therewith.


(d)         
For the avoidance of doubt, the Collection Account, the Foreclosed Property Account, the Interest Reserve Account and the
Lower-Tier Distribution Account (including interest, if any, earned on the investment of funds in such accounts) will be owned
by the Lower-Tier REMIC, and the Upper-Tier Distribution Account (including interest, if any, earned on the investment
of funds in such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


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 Properties (or such Foreclosed
Property, as the case may be) reflecting the status of taxes, assessments, charges and other similar items that are or may become
a lien on any of the Properties (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,
insurance premiums 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 Borrowers 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) CWCapital 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. The Trustee shall, promptly after receiving notice of any such
Special Servicer Termination Event notify the Servicer, the Companion Loan Holders, the Certificate Administrator (which shall
post such notice on the Certificate Administrator’s Website in accordance with Section 8.14(b)) and the 17g-5
Information Provider (which shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b)).
The appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee




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of their respective obligations to make
Advances as set forth herein; provided, however, 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 and the Certificate Administrator and their respective counterparts
with respect to each Other Securitization Trust. Any successor Special Servicer shall be deemed to make the representations and
warranties provided for in Section 2.5 mutatis mutandis as of the date of its succession. 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 promptly give notice
thereof to each other party hereto 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 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 (and concurrently provide a copy of such Mortgage File, exclusive
of all Privileged Information, to the Operating Advisor). 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, which shall occur 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 Borrowers 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 Borrowers under the Mortgage
Loan to the Special Servicer who shall send such notice to the Borrowers while a Special Servicing Loan Event has occurred and
is continuing.


(d)       
Upon determining that a Special Servicing Loan Event is no longer continuing, the Special Servicer shall promptly give notice
thereof to the Companion Loan Holders and each other party hereto, 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 servicing the Mortgage Loan during the continuance of a Special Servicing Loan Event, the
Special Servicer shall provide to the Custodian originals of documents entered into in connection therewith that are required to
be included within the definition of “Mortgage File” for inclusion in the Mortgage 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 Borrowers, and the Special Servicer shall promptly provide copies of all of the foregoing to the Servicer
as well




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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, not later than 4:00 p.m. (New York Time) on each
Determination Date, the Special Servicer shall deliver to the Servicer, to the extent not included in the CREFC®
Special Servicer Loan File, a written statement 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 any 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, any Foreclosed Property, in each case in accordance with Section 12.2 and (ii) such
additional information relating to the Mortgage Loan as the Servicer or Certificate Administrator reasonably requests to enable
it to perform its duties under this Agreement.


(g)       
[Reserved].


(h)       
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.


(i)         
Within sixty (60) days after the occurrence of a Special Servicing Loan Event (the “Initial Delivery Date”),
the Special Servicer shall prepare a report (an “Asset Status Report”) for the Mortgage Loan and the Properties
and shall amend, update or create a new Asset Status Report to the extent that during the course of the resolution of the Mortgage
Loan material changes in the circumstances and/or strategy reflected in any current Final Asset Status Report are necessary to
reflect the then current circumstances and recommendation as to how the Specially Serviced Mortgage Loan might be returned to performing
status or otherwise liquidated in accordance with Accepted Servicing Practices (each such report a “Subsequent Asset Status
Report”). The Special Servicer shall deliver each Final Asset Status Report in electronic form to (i) the Servicer, (ii)
the Directing Certificateholder (but only so long as no Consultation Termination Event has occurred), (iii) the Operating Advisor,
(iv) 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)) and (v) the Companion Loan Holders. Such Asset Status Report shall
set forth the following information (other than Privileged Information) to the extent reasonably determinable:


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


(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




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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 Properties;


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


(v)         
the appraised value of the Properties 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 workouts with respect
thereto and the status of any negotiations with respect to such workouts, 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 proposed actions;


(ix)         
the alternative courses of action considered by the Special Servicer in connection with the proposed actions;


(x)         
the decision that the Special Servicer 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 net present value basis than not taking such action,
setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation
(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, excluding any Privileged Information; and


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


(j)          
The Special Servicer shall (x) deliver to the 17g-5 Information Provider (which shall post to the 17g-5 Information Provider’s
Website pursuant to Section 8.15(b)) the Final Asset Status Report, (y) deliver to the Certificate Administrator a proposed
notice to Certificateholders that will include a summary of the Final Asset Status Report in an electronic format, which format
is reasonably acceptable to the Certificate Administrator (which will be a brief summary of the current status of the Properties
and current strategy with respect to the resolution and workout of the Mortgage Loan), and the Certificate Administrator shall
post such




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summary (but not the Final Asset Status
Report itself) on the Certificate Administrator’s Website pursuant to Section 8.15(b) and (z) implement the Final
Asset Status Report in the form delivered to the 17g-5 Information Provider. Subject to the consent and consultation rights of
the Directing Certificateholder described in Section 3.10(k) and the consultation rights of the Operating Advisor described
in Section 3.10(l), (x) the Special Servicer shall not be required to deliver a summary of any interim or draft Asset Status
Report and (y) the Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered. Upon such
modification, the Special Servicer shall prepare an updated summary and deliver the updated summary to the Certificate Administrator
and deliver the modified Asset Status Report to the 17g-5 Information Provider. The 17g-5 Information Provider shall post such
modified Asset Status Report on the 17g-5 Information Provider’s Website pursuant to Section 8.15(b), and the Certificate
Administrator shall post such summary on the Certificate Administrator’s Website.


(k)       
Subject to the last paragraph of Section 9.3(a), prior to the occurrence and continuance of a Control Event, if within
ten (10) Business Days of receiving an Asset Status Report, the Directing Certificateholder does not disapprove such Asset Status
Report in writing, the Directing Certificateholder shall be deemed to have approved such Asset Status Report and the Special Servicer
shall implement the recommended action as outlined in such Asset Status Report. In addition, so long as no Control Event has occurred
or is continuing, if the Directing Certificateholder disapproves such Asset Status Report within ten (10) Business Days of receipt
and the Special Servicer has not made the determination described below, the Special Servicer shall revise such Asset Status Report
and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval,
to the Directing Certificateholder, the Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Companion
Loan Holders and the 17g-5 Information Provider (which shall promptly post such revised Asset Status Report on the 17g-5
Information Provider’s Website in accordance with Section 8.14(b)). Prior to the occurrence and continuance of a Control
Event, the Special Servicer shall continue to revise such Asset Status Report as described above in this Section 3.10(i)
until the Directing Certificateholder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business
Days of receiving such revised Asset Status Report, until the Directing Certificateholder’s approval is no longer required
or until the Special Servicer makes the determination described below. Notwithstanding the foregoing, the Special Servicer (A) may,
following the occurrence of an extraordinary event with respect to one or more of the Properties or the Mortgage Loan or, if a
failure to take any such action at such time would be inconsistent with Accepted Servicing Practices, take any such actions set
forth in such Asset Status Report before the expiration of a ten (10) Business Day period and (B) shall implement the action
recommended in the Asset Status Report, in each case if it makes a determination in accordance with Accepted Servicing Practices
that such affirmative disapproval is not in the best interest of all the Certificateholders; provided, however, that,
if the Directing Certificateholder does not approve or is not deemed to have approved an Asset Status Report within ninety (90)
days from the first submission of an Asset Status Report, then the Special Servicer and the Directing Certificateholder shall 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 shall take the action recommended in its most recently submitted
Asset Status Report; provided, further, that such Asset Status Report is not intended to replace or satisfy any other specific
consent or approval right which the Directing Certificateholder may have pursuant to Section 9.3.




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(l)         
Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s review
of a Final Asset Status Report shall only provide background information to support the Operating Advisor’s duties concerning
the Special Servicer’s compliance with Accepted Servicing Practices, and the Operating Advisor shall not provide comments
to the Special Servicer in respect of such Final Asset Status Report. After the occurrence and during the continuance of an Operating
Advisor Consultation Event, the Operating Advisor shall consult with and provide comments to the Special Servicer in respect of
each Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report
or (ii) receipt of such related additional information reasonably requested by the Operating Advisor related thereto, and
propose possible alternative courses of action to the extent it determines such alternatives to be in the best interest of the
Certificateholders (including any Certificateholders that are holders of the Controlling Class Certificates), as a collective whole.
The Special Servicer shall consider such alternative courses of action, if any, and any other feedback provided by the Operating
Advisor (and if no Consultation Termination Event is continuing, the Directing Certificateholder) in connection with the Special
Servicer’s preparation of any Asset Status Report that is provided while an Operating Advisor Consultation Event has occurred
and is continuing. The Special Servicer shall revise the Asset Status Report as it deems necessary to take into account any input
and/or comments from the Operating Advisor (and if no Consultation Termination Event has occurred, the Directing Certificateholder),
to the extent the Special Servicer determines that the Operating Advisor’s and/or the Directing Certificateholder’s
input and/or recommendations are consistent with Accepted Servicing Practices and in the best interest of the Certificateholders
as a collective whole (taking into account the subordinate nature of the Subordinate Fixed Rate Trust Loan and the portion of the
Floating Rate Loan comprising the same Components of the Subordinate Fixed Rate Trust Loan to the Senior Fixed Rate Trust Loan
and Companion Loan). Promptly upon determining whether or not to revise any Asset Status Report to take into account any input
and/or comments from the Operating Advisor or the Directing Certificateholder, the Special Servicer shall deliver to the Operating
Advisor and the Directing Certificateholder the revised Asset Status Report (until a Final Asset Status Report is issued) or notice
that the Special Servicer has decided not to revise such Asset Status Report, as applicable.


(m)        
In connection with the approval or consultation rights of the Directing Certificateholder or the consultation rights of
the Operating Advisor with respect to any Asset Status Report, if the Special Servicer determines that any action recommended in
an Asset Status Report is necessary to protect a Property or the interests of the Certificateholders from potential harm if such
action is not taken, or if a failure to take any such action at such time would be inconsistent with Accepted Servicing Practices,
the Special Servicer may take actions with respect to a Property before the expiration of the 10 Business Day period if the Special
Servicer reasonably determines in accordance with Accepted Servicing Practices that failure to take such actions before the expiration
of the 10 Business Day period would materially adversely affect the interest of the Certificateholders, and the Special Servicer
has made a reasonable effort to contact the Directing Certificateholder or the Operating Advisor, as applicable.


(n)       
After the occurrence and during the continuance of a Control Event, the Directing Certificateholder shall have no right
to consent to any Asset Status Report under this Section 3.10. After the occurrence and during the continuance of a
Control Event but prior to the occurrence of a Consultation Termination Event, the Directing Certificateholder, and after the




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occurrence and during the continuance
of an Operating Advisor Consultation Event, the Operating Advisor, shall consult with the Special Servicer (telephonically or electronically)
(on a non-binding basis) and may propose alternative courses of action and provide other feedback in respect of any Asset Status
Report. After the occurrence of a Consultation Termination Event, the Directing Certificateholder (other than in its capacity as
a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with
respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect
to any Asset Status Report as described above. The Special Servicer may choose to revise the Asset Status Reports as it deems reasonably
necessary in accordance with Accepted Servicing Practices to take into account any input and/or recommendations of the Operating
Advisor or the Directing Certificateholder during the applicable periods described above, but is under no obligation to follow
any particular recommendation of the Operating Advisor or the Directing Certificateholder during the continuance of a Control Event.
The consultation process with the Operating Advisor and any revisions to the Asset Status Report made by the Special Servicer in
response to such consultation described in this section are collectively referred to as the “ASR Consultation Process”.
The consent or consultation process with the Directing Certificateholder and any revisions to the Asset Status Report made by the
Special Servicer in response to such consultation described in this section are collectively referred to as the “Directing
Certificateholder Asset Status Report Approval Process”.


(o)        
Notwithstanding anything herein to the contrary: (i) the Servicer or Special Servicer shall have no right or obligation
to consult with or to seek and/or obtain consent, approval or direction from any Directing Certificateholder prior to or after
acting or making any determination (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 Directing Certificateholder and before a replacement
is selected and/or identified; and (ii) no advice, direction or objection from or by the Directing Certificateholder as contemplated
by Section 9.3, or pursuant to any other provision of this Agreement, as contemplated by this Agreement or the Intercreditor
Agreement, may (and the Servicer or the Special Servicer, as applicable, may ignore and act without regard to any such advice,
direction or objection that the Servicer or the Special Servicer, as applicable, has determined, in its reasonable, good faith
judgment, would): (A) require or cause such Servicer or Special Servicer to violate applicable law, the terms of the Mortgage
Loan Documents, the Co-Lender Agreement, Intercreditor Agreement or this Agreement, including the Servicer’s or the Special
Servicer’s, as applicable obligation to act in accordance with Accepted Servicing Practices, (B) result in an Adverse
REMIC Event, (C) expose the Trust, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Operating Advisor or any of their respective Affiliates, members, managers, officers, directors, employees or agents, to any
claim, suit or liability or (D) materially expand the scope of the Servicer’s, Special Servicer’s, Certificate
Administrator’s, Operating Advisor’s or Trustee’s responsibilities under this Agreement.


(p)       
The Servicer and the Special Servicer shall comply with applicable law, Accepted Servicing Practices, this Agreement, the
Intercreditor Agreement, the Co-Lender Agreement and the Mortgage Loan Documents.




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(q)       
During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the
Loan Parties and, subject to the rights of the Directing Certificateholder (so long as no Consultation Termination Event is continuing)
and take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Final Asset Status Report.


(r)         
Upon request of any Certificateholder (or any Beneficial Owner, if applicable), which shall have provided the Certificate
Administrator with an Investor Certification in the form of Exhibit K-1, the Certificate Administrator shall mail,
without charge, to the address specified in such request a copy of the most current summary Asset Status Report that it has received
from the Special Servicer.


(s)         
In addition, during the continuance of a Special Servicing Loan Event, not later than 4:00 p.m. (New York time) on each
Determination Date the Special Servicer shall prepare and deliver to the Servicer the CREFC® Special Servicer Loan
File with respect to the Mortgage Loan.


(t)          
The Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs
in its reasonable discretion to perform its obligations under this Agreement. In no event, however, shall the Special Servicer
be required to deliver a summary of any interim or draft Asset Status Report.


3.11.      
Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a)  The Servicer, consistent
with Accepted Servicing Practices and the Mortgage Loan Documents, shall use efforts consistent with Accepted Servicing Practices
to cause to be maintained by the Borrowers (or if the Borrowers fail to maintain such insurance in accordance with the Mortgage
Loan Documents, 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 Properties of the
types and in the amounts required to be maintained by the Borrowers under the Mortgage Loan Documents and to monitor the Borrowers’
compliance with such insurance requirements. 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 has (and, prior to the occurrence and continuance of a Control Event, with the consent of the Directing
Certificateholder) determined, on an annual basis, that such failure is 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 Borrowers would
not be obligated to maintain terrorism insurance under the Mortgage Loan Documents
as in effect on the date thereof.


(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 the Properties referred to in subsection (a) of this Section or, at the




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Special Servicer’s election, coverage
satisfying insurance requirements consistent with Accepted Servicing Practices. 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. Any such insurance (other than
terrorism insurance, which shall be maintained to the extent required under subsection (a)) that is required to be
maintained with respect to a Foreclosed Property shall only be so required to the extent such insurance is available at commercially
reasonable rates and the Trust has an insurable interest in the Foreclosed Property. 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 Properties or any Foreclosed Properties,
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 Properties or Foreclosed Properties, if not borne
by the applicable 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 with an insurance company
with a claims-paying ability rating at least equal to (a) “A-” by S&P, (b) “A-” by Fitch, (c) “A-”
or its equivalent by KBRA (if then rated by KBRA), (d) “A-:VIII” by A.M. Best or (e) “A3” by Moody’s
(or such other rating as to which a Rating Agency Confirmation has been obtained) covering its officers and employees of the Servicer
or the Special Servicer, as applicable, in connection with its activities under this Agreement or such other rating as to which
a Rating Agency Confirmation has been obtained. 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). 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




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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 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. Each shall use reasonable effort 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 as described above. In lieu of the
foregoing, but subject to this Section 3.11, the Servicer and Special Servicer shall be entitled to self-insure
with respect to such risks so long as the long term debt obligations or deposits of the Servicer or Special Servicer, as applicable
(or its immediate or remote parent) is rated at least “A3” by Moody’s, “A-” or its equivalent by
Fitch and “A-” or its equivalent by KBRA.


(e)        
No provision of this Section 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 Trustee 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 Trustee, a certificate of insurance from the surety and insurer certifying that such insurance
is in full force and effect. The Trustee will make any such certificate of insurance available to the requesting Certificateholder
on a confidential basis.


(f)        
The Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term
of this Agreement an “errors and omissions” insurance policy with an insurance company with a claims-paying ability
rating at least equal to (a) “A-” by S&P, (b) “A(low)” by DBRS Morningstar or (c) “A-:X”
by A.M. Best (or such other rating as to which a Rating Agency Confirmation has been obtained) covering the directors, officers
and employees of the Operating Advisor in connection with its activities under this Agreement.


3.12.     
Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Properties. (a)  Following, and
during the continuance of, a Special Servicing Loan Event, the Special Servicer on behalf of the Trustee (with notification to
and consent of the Directing Certificateholder prior to the occurrence and continuance of a Control Event and upon consultation
with the Directing Certificateholder after the occurrence and during the continuance of a Control Event but so long as no Consultation
Termination Event has occurred, and upon consultation with the Operating Advisor after the occurrence and during the continuance
of the Operating Advisor Consultation Event), for the benefit of the Certificateholders and the Companion Loan Holders, subject
to the terms of the Mortgage Loan Documents, and the Intercreditor Agreement, the Co-Lender Agreement, shall promptly pursue the
remedies set forth therein or such resolution as is otherwise available to the Special Servicer, each, in accordance with Accepted
Servicing Practices, including foreclosure or other realization on the Properties and the other collateral for the Mortgage Loan.
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 determines, in accordance with the Accepted Servicing Practices, that such Advance
would constitute a Nonrecoverable Advance.




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(b)        
Such proposed acceleration of the Mortgage Loan and/or foreclosure on the Properties 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, subject to the rights of the Directing Certificateholder (prior to a Consultation Termination
Event) if such modification, waiver or amendment is 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 subject either such REMIC
to any tax (other than a tax on “net income from foreclosure property” under Code Section 860G(c)).


(c)        
In connection with such foreclosure as described in Section 3.12(a) or other realization on a 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
any 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 a 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 determines, in accordance with Accepted Servicing
Practices, that such Advance would constitute a Nonrecoverable Advance.


(d)       
In connection with any foreclosure or other acquisition, the Special Servicer shall request the Servicer to pay, and the
Servicer shall pay, the out of pocket costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer
determines, in its sole discretion exercised in accordance with Accepted Servicing Practices, that such Advance would constitute
a Nonrecoverable Advance. The Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made
pursuant to the preceding sentence in accordance with Section 3.23. Subject to Section 9.3(a), for so long as a Control
Event is not continuing, while negotiating a workout with the Borrowers, the Special Servicer shall pursue any appropriate remedial
action to but not including actual foreclosure until such negotiations, in the judgment of the Special Servicer and in accordance
with Accepted Servicing Practices and subject to Section 9.3(a), are not reasonably likely to produce a greater recovery on a net
present value basis than foreclosure.


(e)        
Notwithstanding the foregoing, the Special Servicer may not foreclose on any Property on behalf of the Trust and the Companion
Loan Holders, and thereby cause the Trust to be the beneficial owner of any Property, or take any other action with respect to
such Property that would cause the Trustee, on behalf of the Trust and the Companion Loan Holders, 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, subject to the rights of the Directing Certificateholder to consent to or consult
and the rights of the Operating Advisor to consult in respect of such action, as applicable, unless Special Servicer has previously
determined, based on a report prepared as a Trust Fund Expense by an independent person who




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regularly conducts site assessments
for purchasers of comparable properties (a copy of such report to be provided to the Certificate Administrator, the Companion Loan
Holders and the Trustee by the Special Servicer), that (i) such 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
net 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).
The Certificate Administrator shall post a copy of such report on the Certificate Administrator’s Website promptly upon receipt.


(f)        
If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(e) that
it would be in the best economic interest of the Trust and the Companion Loan Holders (as determined in accordance with Accepted
Servicing Practices of the Trust Fund and the Companion Loan Holders as a collective whole (taking into account the subordinate
nature of the Subordinate Fixed Rate Trust Loan and the portion of the Floating Rate Loan comprising the same Components of the
Subordinate Fixed Rate Trust Loan to the Senior Fixed Rate Trust Loan and Companion Loan)) to institute a foreclosure or take any
other actions described in the immediately preceding paragraph, pursuant to the terms hereof and subject to subject to the rights
of the Directing Certificateholder to consent to and the Directing Certificateholder and the Operating Advisor to consult in respect
of such action, or the rights of the Mezzanine Lender, if applicable, the Special Servicer shall take such proposed action. The
Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire ownership of any Collateral other than a Property
unless it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless
the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance) to the effect that such
acquisition will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net
income from foreclosure property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier
REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding.


(g)       
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 determines that such Advance would constitute a Nonrecoverable
Advance.


(h)       
The environmental site assessments contemplated by Section 3.12(e) 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 determines that such Advance would constitute a Nonrecoverable
Advance.




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(i)         
Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of
the Trust Fund any personal property (including any 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 unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance)
to the effect that the holding of such personal property by the Trust Fund will not cause an Adverse REMIC Event (and such Opinion
of Counsel may be premised on the designation hereby of any such personal property as being deemed part of an “outside reserve
fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) with the owner of such personal property for federal
income tax purposes to be designated at such time) at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding.


(j)         
Notwithstanding any acquisition of title to any Property following a Mortgage Loan Event of Default and cancellation of
the Mortgage Loan, the Mortgage Loan shall be deemed to remain outstanding and, in the case of the Trust Loan, held in the Trust,
and in the case of the Companion Loans, held by the Companion Loan Holders, for purposes of the application of collections and
shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Trust Loan and
each Companion Loan shall be deemed to remain outstanding, (i) it shall be assumed that the unpaid principal balance of the
Trust Loan and each Companion Loan immediately after any discharge is equal to the unpaid principal balance of the Trust Loan and
each Companion Loan immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(b)
and the Co-Lender Agreement.


3.13.     
Custodian and Trustee to Cooperate; Release of Items in Mortgage File. From time to time and as appropriate for the
servicing of the Mortgage Loan or foreclosure of or realization on any Property, the Custodian shall, upon request of the Servicer
or the Special Servicer and delivery to the Custodian of a request for release in the form of Exhibit B hereto, release
or cause to be released any items from the Mortgage File to the Servicer or the Special Servicer, as the case may be, within the
lesser of (i) seven (7) calendar days and (ii) five Business Days of its receipt of the related request for release and
the Trustee shall execute such documents furnished to it as shall be necessary to the prosecution of any such proceedings. Such
request for release shall obligate the Servicer or the Special Servicer to (and the Servicer or Special Servicer, as applicable,
shall) return such items to the Custodian when the need therefor by the Servicer or the Special Servicer no longer exists.


3.14.     
Title and Management of Foreclosed Property. (a)  In the event that title to any Property is acquired for
the benefit of the Certificateholders and the Companion Loan Holders in foreclosure, 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 Certificateholders,
or its nominee (which shall not include the Special Servicer), on behalf of the




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Trust Fund 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). Promptly after such acquisition of title, the Special Servicer shall
consult with counsel of its choosing to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions
with respect to such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer
related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any Foreclosed
Property held by the Trust Fund 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 13.2. Subject to Sections
13.2 and 3.14(d), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan 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)(vii),
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)(vii).


(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 each Foreclosed
Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6.


(c)        
The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with a Foreclosed Property for the benefit of the Trust
Fund and the Companion Loan Holders as a collective whole (taking into account the subordinate nature of the Subordinate Fixed
Rate Trust Loan and the portion of the Floating Rate Loan comprising the same Components of the Subordinate Fixed Rate Trust Loan
to the Senior Fixed Rate Trust Loan and Companion Loan) on such terms as are appropriate and necessary for the efficient liquidation
of such Foreclosed Property, so long as the Special Servicer deems such actions to be consistent with Accepted Servicing Practices.


The Special Servicer
shall deposit or cause to be deposited on a daily basis 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;




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(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.


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 determines, in accordance with Accepted Servicing Practices, that such Advance
would constitute a Nonrecoverable Advance.


(d)       
The Special Servicer, in the name of the Trust Fund, shall (subject to Section 3.14(a)) contract with any Successor
Manager for the operation and management of any such Foreclosed Properties; 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 Properties, 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;


(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 Fund on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation and management
of any such Foreclosed Properties; and


(iv)        
the Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only
if the construction was more than ten percent (10%) complete at the time default on the Mortgage Loan became imminent.


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; however,
the retention of any Independent Contractor will not relive the Special Servicer of its obligations with respect to the Foreclosed
Property. All REO Management Fees shall be a Trust Fund Expense payable from the Foreclosed Property Account or subject to reimbursement
pursuant to Section 3.4(c)(vi). The




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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 Fund 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 last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account
and deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date
through the Business Day prior to the Remittance Date on or with respect to each Foreclosed Property (including any funds no longer
needed in any reserves established as provided below), net 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)  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 in a manner provided under this Section 3.15.


(b)       
If the Special Servicer or an Affiliate acquires any Foreclosed Property in the name of and on behalf of the Trust and the
Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to 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 in the best interest
of the Certificateholders and the Companion Loan Holders (as a collective whole, as if they constituted a single lender (taking
into account the subordinate nature of the Subordinate Fixed Rate Trust Loan and the portion of the Floating Rate Loan comprising
the same Components of the Subordinate Fixed Rate Trust Loan to the Senior Fixed Rate Trust Loan and Companion Loan)) and consistent
with the REMIC Provisions.


(c)        
Subject to (i) the consent of the Directing Certificateholder and (ii) the consultation rights of the Directing
Certificateholders and Operating Advisor to the extent set forth in this Agreement, the Special Servicer shall accept the highest
cash offer for the Foreclosed Property received from any Person. In no event may such offer be less than the Mortgage Loan Purchase
Price with respect to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest
cash offer that it determines is a fair price based on an Appraisal obtained within the last nine (9) months. In determining whether
any offer from a Person other than an Interested Person constitutes a fair price for the Foreclosed Property, the Special Servicer
is required to take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it
may have obtained pursuant to this Agreement within the prior nine months), among other factors, the period and amount of the occupancy
level and physical condition of the Property and the state of the local economy. If the highest offeror is an Interested Person,
then the Trustee shall determine the fairness of the highest offer based upon such Appraisal, or, if no Appraisal has been obtained
within the last




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nine (9) months, based on an Appraisal
obtained by the Trustee. In addition, the Trustee may (at its option at the expense of the Interested Person or as a Trust Fund
Expense) designate an Independent Appraiser that is an expert in real estate or commercial mortgage loan matters with at least
five (5) years’ experience in valuing or investing in loans secured by properties similar to the Foreclosed Properties, and
such Independent Appraiser shall be selected with reasonable care by the Trustee for the purpose of determining whether such cash
offer constitutes a fair price for such Foreclosed Property. If the Trustee designates such an Independent Appraiser to make such
determination, the Trustee shall be entitled to rely conclusively upon such Independent Appraiser’s determination. Any such
determination of a fair price of the Foreclosed Property by the Trustee shall be binding on all parties. The reasonable costs of
all such Appraisals, property condition assessments, inspection reports and broker opinions of value incurred by the Trustee or
any such third party pursuant to Section 3.15(c) shall be covered by, and shall be reimbursable by, the Interested Person,
and if such fees or costs are not reimbursed by such Interested Person, such expense shall be reimbursable as a Trust Fund Expense;
provided that the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable amount as determined
by the Trustee. Notwithstanding the foregoing, and subject to the rights of the Directing Certificateholder and the Operating Advisor
set forth in Section 9.3 herein, 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 rejection of such offer would be in the best
interests of the Certificateholders and the Companion Loan Holders (as a collective whole as if they constituted a single lender
(taking into account the subordinate nature of the Subordinate Fixed Rate Trust Loan and the portion of the Floating Rate Loan
comprising the same Components of the Subordinate Fixed Rate Trust Loan to the Senior Fixed Rate Trust Loan and Companion Loan)),
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.
For avoidance of doubt, subject to the restrictions placed upon it as an Interested Person, the Directing Certificateholder may
submit offers on the Foreclosed Properties in the same manner and at the same time and place as any other offeror. Neither the
Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property.


(d)       
Subject to the provisions of Section 3.14, the Special Servicer shall act on behalf of the Trust Fund 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 Trustee, the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trust, the
Operating Advisor or the Certificateholders and 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 if
consummated in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the Certificate Administrator or
the Special Servicer shall have any liability to any Certificateholder 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).




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(f)        
Within 30 days of the sale of a Foreclosed Property, if not previously included in a CREFC® Report provided
by the Servicer or the Special Servicer, the Special Servicer shall provide to the Servicer, the Trustee, the Companion Loan Holders
and the Certificate Administrator a statement of accounting 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 Release Amount of such Foreclosed Property, calculated from the date of acquisition to the disposition
date, and (v) such other information as the Trustee, the Companion Loan Holders or the or Certificate Administrator may reasonably
request.


(g)       
If the Mortgage Loan is a Specially Serviced Mortgage Loan or any Property is a Foreclosed Property, the Servicer shall
prepare and file on a timely basis the reports of foreclosures and abandonments of Properties required by Section 6050J of
the Code and the reports of discharges of indebtedness income in respect of the Trust Loan and each Companion Loan required by
Section 6050P of the Code.


(h)        
The Special Servicer shall deliver to the Servicer such reports and other information as the Servicer needs in its reasonable
discretion (subject to Accepted Servicing Practices) to perform its obligations under this Agreement.


3.16.     
Sale of the Mortgage Loan. (a) (i) Within 60 days after the occurrence of a Special Servicing Loan Event and notice
thereof is received by the Special Servicer, the Special Servicer shall order (but shall not be required to have received) Appraisals,
the cost of which shall be a Trust Fund Expense. The Servicer shall promptly notify in writing the Special Servicer, the Trustee,
the Certificate Administrator, the Operating Advisor, the Companion Loan Holders and the Directing Certificateholder (prior to
the occurrence and continuance of a Consultation Termination Event) and the Certificate Administrator of the occurrence of such
Special Servicing Loan Event, and the Servicer shall, within the time period specified in the Intercreditor Agreement, so notify
the Mezzanine Lender of the occurrence of such Special Servicing Loan Event. Upon delivery by the Servicer of the notice described
in the preceding sentence, subject to the rights of the Mezzanine Lender to purchase the Mortgage Loan pursuant to the Intercreditor
Agreement, Directing Certificateholder and the Operating Advisor, the Special Servicer may offer to sell to any Person the Mortgage
Loan or 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 on the Mortgage Loan and such sale
would be in the best economic interests of the Trust and the Companion Loan Holders as a collective whole as if they constituted
a single lender (taking into account the subordinate nature of the Subordinate Fixed Rate Trust Loan and the portion of the Floating
Rate Loan comprising the same Components of the Subordinate Fixed Rate Trust Loan to the Senior Fixed Rate Trust Loan and Companion
Loan) on a net present value basis. The Special Servicer shall provide the Trustee, the Companion Loan Holders, the Operating Advisor,
the Certificate Administrator and the Directing Certificateholder (prior to the occurrence of a Consultation Termination Event)
not less than five 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 offer received from any Person, other than any Interested Person, for the Mortgage Loan
so long as such offer is at least equal to the Mortgage Loan Purchase Price. At the Special




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Servicer’s option, if it has received
no offer of at least equal to the Mortgage Loan Purchase Price for the Mortgage Loan, an Interested Person (other than any Manager
or Borrower Affiliate) may purchase the Mortgage Loan at the Mortgage Loan Purchase Price. Any Companion Loan is to 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 and purchase at least equal to the Mortgage Loan Purchase Price, the Special Servicer may accept
the highest offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan.
In determining whether any offer from a Person other than an Interested Person constitutes a fair price for any defaulted Mortgage
Loan, the Special Servicer shall take into account (in addition to the results of any appraisal, updated appraisal or narrative
appraisal that it may have obtained pursuant to this Agreement within the prior nine months), among other factors, the period and
amount of the occupancy level and physical condition of the Property and the state of the local economy. However, if the highest
offeror is the Depositor, the Servicer, the Special Servicer (or any independent contractor engaged by the Special Servicer), the
Operating Advisor, the Certificate Administrator (unless such Person is also the Trustee), the Directing Certificateholder (or
any of its Affiliates), any Certificateholder, the Manager, any Borrower Affiliate (including any Restricted Holder), a holder
of any interest in the Mezzanine Loan (including without limitation any securities issued in connection with any securitization
of the Mezzanine Loan) (except as described in Section 3.16(e), an Other Depositor, the master servicer, the special servicer
(or any independent contractor engaged by such special servicer) or the trustee for an Other Securitization Trust, a Companion
Loan Holder or any known Affiliate of any of them (any such Person, an “Interested Person”), then 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 and any other information reasonably
requested by the Trustee) shall determine if the highest offer is a fair price, and such determination shall be binding upon all
parties; provided that no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer received
and (B) if such offer is less than the applicable Mortgage Loan Purchase Price, at least two other offers are received from independent
third parties. 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 Interested Person or as a Trust Fund Expense, as described below) designate
an Independent Appraiser that is an expert in real estate or commercial mortgage loan matters with at least five (5) years’
experience in valuing or investing in loans similar to the Mortgage Loan, and such Independent Appraiser shall be selected with
reasonable care by the Trustee for the purpose of determining whether such cash offer constitutes a fair price for the Mortgage
Loan. If the Trustee designates such an Independent Appraiser to make such determination, the Trustee shall be entitled to rely
conclusively upon such Independent Appraiser’s determination. Any such determination of a fair price of the Mortgage Loan
by the Trustee shall be binding on all parties. The reasonable costs of all such Appraisals, property condition assessments and
broker opinions of value incurred by, the Trustee or any such third party pursuant to this paragraph shall be covered by, and shall
be reimbursable by, the Interested Person, and if such fees or costs are not reimbursed by




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such Interested Person, such expense
shall be reimbursable as a Trust Fund Expense; provided that the Trustee shall not engage a third party expert whose fees
exceed a commercially reasonable amount as determined by the Trustee. Subject to the restrictions placed upon it as an Interested
Person, the Directing Certificateholder may submit offers on the defaulted Mortgage Loan in the same manner and at the same time
and place as any other offeror. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for
or purchase the Mortgage Loan.


(iii)        
Notwithstanding anything contained in the preceding paragraph to the contrary, if an Interested Person offers to purchase
the Mortgage Loan and 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 Interested Person or as a Trust Fund Expense, as described below) designate
an Independent third party expert in real estate or commercial mortgage loan matters with at least five (5) 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 fees of, and the
costs of all Appraisals, inspection reports and broker opinions of value incurred by, the Trustee or any such third party pursuant
to this paragraph shall be covered by, and shall be reimbursable by, the Interested Person, and if such fees or costs are not reimbursed
by such Interested Person, such expense shall be reimbursable as a Trust Fund Expense; provided that the Trustee shall not engage
a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


(iv)        
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 they constituted a single lender (taking into account the subordinate nature
of the Subordinate Fixed Rate Trust Loan and the portion of the Floating Rate Loan comprising the same Components of the Subordinate
Fixed Rate Trust Loan to the Senior Fixed Rate Trust Loan and Companion Loan). 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 they constituted a single lender
(taking into account the subordinate nature of the Subordinate Fixed Rate Trust Loan and the portion of the Floating Rate Loan
comprising the same Components of the Subordinate Fixed Rate Trust Loan to the Senior Fixed Rate Trust Loan and Companion Loan)
(for example if the prospective buyer making the lower offer is more likely to perform its obligations or the terms offered by
the prospective buyer making the lower offer are more favorable in other respects), 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 efforts consistent with Accepted
Servicing Practices to sell the Mortgage Loan prior to the latest Rated Final Distribution Date.




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(v)        
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, workout and foreclosure, as
the Special Servicer may deem appropriate, consistent with the Asset Status Report, Accepted Servicing Practices, the Intercreditor
Agreement and the REMIC Provisions.


(b)       
Prior to the occurrence and continuance of a Control Event, any sale of the Mortgage Loan shall be subject to the Directing
Certificateholder’s consent rights (subject to limitations on such consent pursuant to Section 9.3(a) herein) and after the
occurrence and continuance of a Control Event but prior to the occurrence of a Consultation Termination Event, any sale of the
Mortgage Loan shall be subject to the consultation rights of the Directing Certificateholder as described in Section 9.3 herein.


(c)        
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 workout arrangement, (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted
pay-off) or (iv) the Mezzanine Lender has exercised its purchase option for the Mortgage Loan set forth in the Intercreditor Agreement.


(d)       
Any sale of the Mortgage Loan shall be for cash only, and shall be in accordance with and subject to the provisions of the
Co-Lender Agreement.


(e)        
Notwithstanding anything in this Section 3.16 to the contrary, the Mezzanine Lender will have the right to purchase
the Mortgage Loan, and cure defaults relating thereto, as and to the extent set forth in the Intercreditor Agreement.


(f)        
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 the Companion Loan Holders (provided that such consent is not required from a
Companion Loan Holder if such Companion Loan Holder is the Borrower or an Affiliate of the Borrower) unless the Special Servicer
has delivered to the Companion Loan Holders: (a) at least 15 Business Days prior written notice of any decision to attempt to sell
the Mortgage Loan; (b) at least 10 days prior to the permitted sale date, a copy of each bid package (together with any material
amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days
prior to the proposed sale date, a copy of the most recent appraisal for the Mortgage Loan, and any documents in the Mortgage File
reasonably requested by such Companion Loan Holder that are material to the price of the Mortgage Loan; and (d) until the sale
is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale
date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Servicer or the Special Servicer in connection with the proposed sale; provided, that such Companion Loan Holder may waive
any of the delivery or timing requirements set forth in this sentence. The




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Companion Loan Holders that are not
Borrower Affiliates 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.


3.17.      
Servicing Compensation. The Servicer shall be entitled to receive the Servicing Fee with respect to the Trust Loan,
the Companion Loans and any Foreclosed Property 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 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 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”).


In addition, the Servicer
shall be entitled to the following items as additional servicing compensation, to the extent that such items are actually collected
on the Mortgage Loan: (i) (x) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of the Modification Fees
(actually collected during the related Collection Period and paid in connection with a consent, approval or other action that the
Servicer is not permitted to grant or take in the absence of the consent or approval (or deemed consent or approval) of the Special
Servicer under this Agreement and (y) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100% of the Modification
Fees actually collected during the related Collection Period and paid in connection with a consent, approval or other action that
the Servicer is permitted to grant or take in the absence of the consent or approval (or deemed consent or approval) of the Special
Servicer under this Agreement; (ii) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100% of Assumption
Fees collected during the related Collection Period in connection with a consent, approval or other action that the Servicer is
permitted to grant or take in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under
this Agreement and 50% of Assumption Fees collected during the related Collection Period in connection with a consent, approval
or other action that the Servicer is not permitted to grant or take in the absence of the consent or approval (or deemed consent
or approval) of the Special Servicer under this Agreement; (iii) 100% of Assumption Application Fees collected during the related
Collection Period to the extent the Servicer is processing the underlying transaction; (iv) so long as the Mortgage Loan is not
a Specially Serviced Mortgage Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or
amendment of the terms of the Mortgage Loan and is paid in connection with a consent the Servicer is permitted to grant in the
absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement and 50% of consent
fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Mortgage Loan and is paid
in connection with a consent that the Servicer is not permitted to grant or take in the absence of the consent or approval (or
deemed consent or




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approval) of the Special Servicer under
this Agreement; (v) any and all amounts collected for checks returned for insufficient funds relating to the accounts held by the
Servicer; (vi) all charges for beneficiary statements actually paid by the Borrowers and to the extent such beneficiary statements
are prepared by the Servicer; (vii) if the Mortgage Loan is not a Specially Serviced Mortgage Loan, (A) 50% of the other loan processing
fees actually paid by the Borrowers to the extent that the consent of the Special Servicer is required in connection with the associated
action and (B) if such consent is not required, 100% of other loan processing fees actually paid by the Borrowers; (viii) any defeasance
fees; (ix) interest or other income earned on deposits in the Collection Account or other accounts maintained by the Servicer (but
only to the extent of the net investment earnings, if any, with respect to any such account for each Collection Period and, further,
in the case of a servicing account or Reserve Account, only to the extent such interest or other income is not required to be paid
to the Borrowers under applicable law or under the Mortgage Loan Documents); and (x) 100% of late payment charges, demand charges
and net Default Interest that accrue when the Mortgage Loan is not a Specially Serviced Mortgage Loan to the extent not applied
to other amounts in accordance with Section 3.4(c).


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 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) the cost of any fidelity bond or errors and omissions policy
required by Section 3.11(d); (ii) 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
(iii) 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. No Work-out Fee shall be payable to the Special Servicer if
a Mezzanine Lender purchases the Mortgage Loan pursuant to the Intercreditor Agreement if the Mortgage Loan is purchased within
ninety (90) days of the purchase option first becoming exercisable by a Mezzanine Lender during that period in which the Mortgage
Loan is being serviced by the Special Servicer. If the Special Servicer is terminated (other than for cause) or resigns after such
written agreement is entered into and before or after the Special Servicing Loan Event is terminated, it 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. In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each
Liquidated Property or the liquidation of the Specially Serviced Mortgage Loan as to which the Special Servicer receives Liquidation
Proceeds, except that no Liquidation Fee shall be payable in connection with any repurchase of the Trust Loan (or allocable portion
thereof) by the Trust Seller pursuant to the Trust Loan Purchase Agreement (so long as such repurchase occurs within the 90 day
time period required by the Trust Loan Purchase Agreement for the Trust Loan Seller




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to cure or repurchase the Trust Loan
or a portion of the Trust Loan, respectively (including any applicable extension period)), in connection with the sale of the Trust
Loan by the Special Servicer to the Servicer or the Special Servicer pursuant to Section 3.16 hereof or in connection
with the exercise by the Mezzanine Lender of the purchase option set forth in the Intercreditor Agreement (so long as such purchase
option is exercised by the Mezzanine Lender within 90 days of the purchase option first becoming exercisable by the Mezzanine Lender
during that period in which the Mortgage Loan is being serviced by the Special Servicer). The Liquidation Fee shall be payable
from, and shall be calculated using the related Net Liquidation Proceeds. Each of the foregoing fees shall be payable from funds
on deposit in the Collection Account as provided in Section 3.4(a). Notwithstanding anything herein to the contrary,
with respect to any Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee,
but not both.


The Special Servicer
shall also be entitled to the following items as additional special servicing compensation, to the extent that such items are actually
collected on the Mortgage Loan: (i) if the Mortgage Loan is a Specially Serviced Mortgage Loan or with respect to a Foreclosed
Property, 100% of Modification Fees actually collected during the related Collection Period; (ii) if the Mortgage Loan is not a
Specially Serviced Mortgage Loan, 50% of Modification Fees collected during the related Collection Period in connection with a
consent, approval or other action that the Servicer is not permitted to grant or take in the absence of the consent or approval
(or deemed consent or approval) of the Special Servicer under this Agreement; (iii) if the Mortgage Loan is a Specially Serviced
Mortgage Loan, 100% of Assumption Fees collected during the related Collection Period and if the Mortgage Loan is not a Specially
Serviced Mortgage Loan, 50% of Assumption Fees collected during the related Collection Period in connection with a consent, approval
or other action that the Servicer is not permitted to grant or take in the absence of the consent or approval (or deemed consent
or approval) of the Special Servicer under this Agreement; (iv) 100% of Assumption Application Fees collected during the related
Collection Period to the extent the Special Servicer is processing the underlying transaction; (v) if the Mortgage Loan is a Specially
Serviced Mortgage Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or amendment of
the terms of the Mortgage Loan and if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of consent fees in connection
with a consent that involves no modification, waiver or amendment of the terms of the Mortgage Loan and is paid in connection with
a consent that the Servicer is not permitted to grant or take in the absence of the consent or approval (or deemed consent or approval)
of the Special Servicer under this Agreement; (vi) any and all amounts collected for checks returned for insufficient funds relating
to the accounts held by the Special Servicer; (vii) all charges for beneficiary statements actually paid by the Borrowers and to
the extent such beneficiary statements are prepared by the Special Servicer; (viii) if the Mortgage Loan is not a Specially Serviced
Mortgage Loan, 50% of the other loan processing fees actually paid by the Borrowers to the extent that the consent of the Special
Servicer is required in connection with the associated action and if the Mortgage Loan is a Specially Serviced Mortgage Loan, 100%
of other loan processing fees actually paid by the Borrowers; (ix) interest or other income earned on deposits in the Foreclosed
Property Account (but only to the extent of the net investment earnings, if any, for each Collection Period); and (x) 100% of late
payment charges, demand charges and Default Interest (to the extent not applied pursuant to Section 3.4(c)) that accrue
when the Mortgage Loan is a Specially Serviced Mortgage Loan.




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With respect to any
of the preceding fees as to which both the Servicer and the Special Servicer are entitled to receive a portion thereof, the Servicer
and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to
charge its respective portion of such fee; provided, that (A) neither the Servicer nor the Special Servicer shall have the right
to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the
Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced
or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s
portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge
its portion of the related fee to which the Special Servicer would have been entitled if the Servicer had charged a fee and the
Servicer shall not be entitled to any of such fee charged by the Special Servicer.


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 Fund by the Borrowers
(to the extent the Borrowers are required to do so under the Mortgage Loan Agreement); (ii) failure of the Borrowers 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 a Trust Fund Expense.


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 compensation or other servicing compensation (or the Special Servicer’s right to receive all or any portion
of the Special Servicing Fee) 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.


As compensation for
its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate Administrator
Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein, the Certificate
Administrator’s fee includes all routine expenses of the Trustee, the Certificate Administrator and the Authenticating Agent.
Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator Fee (including that portion
of the 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.


Midland and any successor
holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise
assign such Excess




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Servicing Fee Rights in whole (but not
in part), to a QIB 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 Act and any applicable state securities laws and is otherwise made in accordance with the 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 N-1 hereto, and (iii) the prospective transferee shall have delivered to Midland
and the Depositor a certificate substantially in the form attached as Exhibit N-2 hereto. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the 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 an Excess Servicing Fee Right without registration or qualification. Midland and each holder of an Excess Servicing Fee Right
desiring to effect a transfer, sale, pledge or other assignment of such Excess Servicing Fee Right shall, and Midland hereby agrees,
and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed to have
agreed, in connection with any transfer of such 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 Servicer, the Special Servicer
and the Operating Advisor against any liability that may result if such transfer is not exempt from registration and/or qualification
under the Act or other applicable federal and state securities laws 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 an Excess Servicing Fee Right, the holder
thereof shall be deemed to have agreed not to use or disclose such information in any manner that could result in a violation of
any provision of the Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right
or any Certificate pursuant to the Act. Following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right or
the termination of Midland as the Servicer, the Person then acting as the Servicer, shall pay, out of each amount paid to such
Servicer as Servicing Fees, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one Business
Day following the payment of such Servicing Fees to such Servicer, in each case in accordance with payment instructions provided
by such holder in writing to such Servicer. The holder of an 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 Depositor, the Special Servicer, the Trustee or the
Certificate Administrator or the Operating Advisor shall have any obligation whatsoever regarding payment of the Excess Servicing
Fee or the assignment or transfer of the Excess Servicing Fee Right.


The Special Servicer
and its Affiliates shall be prohibited from receiving or retaining any Disclosable Special Servicer Fees and any Disclosable Special
Servicer Fees received by the Special Servicer or any of its Affiliates shall be remitted to the Servicer to be deposited by the
Servicer into the Collection Account within two (2) Business Days of the receipt of such Disclosable Special Servicer Fees by the
Special Servicer or its Affiliates.


With respect to each
Distribution Date immediately following receipt of any Disclosable Servicer Fees, the Special Servicer shall deliver or cause to
be delivered to the Servicer within two (2) Business Days following the Determination Date related to such Distribution Date, and
the Servicer shall deliver to the Certificate Administrator, without charge,




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one (1) Business Day prior to the Distribution
Date an electronic report which may include HTML, word or excel compatible format, clean and searchable PDF format or such other
format as mutually agreeable between the Certificate Administrator, the Servicer and the Special Servicer that discloses and contains
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, if any,
with respect to such Distribution Date.


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) 9:00 a.m. (New York time) one (1) Business
Day prior to each Distribution Date the CREFC® Loan Periodic Update File, (ii) 1:00 p.m. (New York time) one
(1) Business Day prior to each Distribution Date, any updated CREFC® Loan Periodic Update File and CREFC®
Appraisal Reduction Template, if applicable, and (iii) 3:00 p.m. (New York time) one (1) Business Day prior to each Distribution
Date, the remaining CREFC® Reports (except the CREFC® Bond Level File, the CREFC®
Collateral Summary File, the CREFC® Special Servicer Loan File, the CREFC® Operating Statement Analysis
Report and the CREFC® NOI Adjustment Worksheet) available (i) prior to the securitization of the Companion Loan,
to the Companion Loan Holders on each Distribution Date; and (ii) following securitization of the Companion Loan, to the master
servicer of the Other Securitization Trust no later than two (2) Business Days after the Determination Date.


The CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet shall be delivered to the Certificate
Administrator by the Servicer, on a quarterly and annual basis (commencing with the quarter ending June 2020 and year ending December 31,
2020, each within 30 days after receipt by the Servicer), within 30 days after receipt by the Servicer 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 will not be deemed to have been
received by the Certificate Administrator until such time as it is actually received; provided, however, that 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 Special Servicer,
if the Mortgage Loan is a Specially Serviced Mortgage Loan, and the Servicer, if the Mortgage Loan is not a Specially Serviced
Mortgage Loan, shall make reasonable efforts to collect promptly and review from the Borrowers quarterly and annual operating statements,
financial statements, budgets and rent rolls of the Properties, and the quarterly and annual financial statements of such Borrowers,
and any other reports or documents required to be delivered under the terms of the Mortgage Loan. The Servicer and the Special
Servicer shall not be required to request such operating statements or rent rolls more than once if the Borrowers are not required
to deliver such statements pursuant to the terms of the Mortgage Loan documents. Upon request, the Servicer or Special Servicer,
as applicable, shall deliver copies of any of the foregoing items so collected thereby to the 17g 5 Information Provider who shall
post such items to the 17g-5 Information Provider’s Website.




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Additionally, the
Servicer shall deliver the CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment Worksheet on a monthly
basis in accordance with clause (iii) of the third preceding paragraph to the Certificate Administrator; provided, however,
the Servicer shall have no obligation to update such reports except as set forth in the immediately preceding paragraphs, and no
analysis or update shall be required to the extent such analysis or update is not required to be provided under the then-current
applicable CREFC® guidelines.


(b)       
The Servicer shall furnish to the Certificate Administrator and the Mezzanine Lender (but with respect to the Mezzanine
Lender, only to the extent required by the Intercreditor Agreement and only if the Special Servicer has not received notice that
the Mezzanine Lender has not accelerated the Mezzanine Loan or commenced foreclosure proceedings against the related Mezzanine
Equity Collateral (unless such acceleration was an automatic acceleration and (a) the event directly giving rise to the automatic
acceleration under the Mezzanine Loan was not initiated by the Mezzanine Lender or an agent or Affiliate of the Mezzanine Lender
and (b) the Mezzanine Lender is stayed from exercising, and has not commenced the exercise of, remedies under the Mezzanine Loan))
in electronic format the CREFC® Reports produced by it pursuant to this Agreement not later than the time period
specified in Section 3.18(a), and thereafter to the 17g-5 Information Provider, who shall make such reports available
to the Rating Agencies on its website.


(c)        
The Servicer shall produce the reports described in this Section 3.18 solely from information provided to the
Servicer by the Borrowers pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the
Special Servicer, the Trust Loan Seller or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator,
the Servicer or the Special Servicer shall be responsible for the completeness or accuracy of such information (except that the
Servicer shall use efforts consistent with Accepted Servicing Practices to correct patent errors). The Special Servicer shall pursuant
to Section 3.18(a) of this Agreement to deliver to the Servicer the information required of it pursuant to this Section 3.18(c)
with respect to the Mortgage Loan if it is a Specially Serviced Mortgage Loan commencing in April 2020, and within 30 days after
its receipt of any operating statement and related rent rolls for any Property or Foreclosed Property.


3.19.      
[Reserved.]


3.20.      
[Reserved.]


3.21.      
Access to Certain Documentation Regarding the Mortgage Loan and Other Information. (a) Upon reasonable advance notice,
the Certificate Administrator or the Custodian, as applicable, shall provide reasonable access during its normal business hours
at its Corporate Trust Office to certain reports and to information and documentation in its possession or in its control regarding
the Mortgage Loan to any Privileged Person (which for this purpose excludes each Borrower Affiliate, the Manager, any Restricted
Holder or their respective agents or Affiliates); provided, however, that to the extent such reports, information
and documentation is provided to a Rating Agency, the 17g-5 Information Provider shall first post such information to the Certificate
Administrator’s Website. Such information shall include, but shall not be limited to, the CREFC® Reports provided
to the Certificate Administrator by the Servicer.




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(b)       
Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information
Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information
is delivered to the 17g-5 Information Provider electronically in accordance with 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. In addition, upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed
upon by the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously
made available to NRSROs by the Depositor prior to the Closing Date, the 17g-5 Information Provider shall post such information
on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b).


(c)        
The Special Servicer shall promptly notify the Certificate Administrator, in the form of Exhibit Q hereto, if the
Special Servicer has actual knowledge that any Mezzanine Loan has been accelerated or foreclosure or enforcement proceedings have
been commenced against the related Mezzanine Equity Collateral or if any Special Servicing Loan Event has occurred and is continuing
with respect to the Mortgage Loan as a result of any determination by the Servicer that a default in the payment of principal or
interest under the Mortgage Loan is reasonably foreseeable. Upon receipt of such notice, the Certificate Administrator shall require
each Restricted Holder that has previously submitted an Investor Certification to re-submit an Investor Certification in order
to re-obtain access to the Certificate Administrator’s Website.


(d)       
Upon the request of a Certificateholder or any Beneficial Owner or a prospective purchaser of a Certificate that is a QIB
and is designated as a prospective purchaser by a Certificateholder or Beneficial Owner and, in any case, has delivered an Investor
Certification in the form of Exhibit K-1 hereto to the Depositor and the Certificate Administrator (collectively, the
“Rule 144A Information Recipients”), the Certificate Administrator shall make available to the Rule 144A
Information Recipients such information as is specified pursuant to Rule 144A(d)(4) under the Act (“Rule 144A
Information”), to the extent such Rule 144A Information has been received by the Certificate Administrator. 
If the Certificate Administrator receives a request for Rule 144A Information in connection with the resale of any Certificate
by a Certificateholder or Beneficial Owner, and such Rule 144A Information has not previously been provided to the Certificate
Administrator by the Depositor, the Certificate Administrator shall, within three (3) Business Days of receipt of such request,
notify the Depositor of such request and identify the Rule 144A Information requested.  The Depositor shall use commercially
reasonable efforts to provide the requested Rule 144A Information to the Certificate Administrator, to the extent the requested
Rule 144A Information is in the Depositor’s possession.  The Certificate Administrator shall, within three (3)
Business Days of receipt of any additional Rule 144A Information from the Depositor (i) convey such additional requested Rule 144A
Information to the requesting Rule 144A Information Recipient and (ii) post such additional requested Rule 144A Information
on the Certificate Administrator’s Website.


3.22.     
Inspections. The Servicer shall inspect or cause to be inspected each of the Properties 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 Properties, as applicable, promptly following the occurrence of a Special Servicing




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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, a Property whenever it receives information that such 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 shall
be an expense of the Servicer; the cost of all additional inspections referred to in this paragraph shall be a Trust Fund Expense
and if paid by the Servicer shall constitute a Property Protection Advance or an Administrative Advance. The Servicer or Special
Servicer, as the case may be, shall prepare a written report of inspection and the Special Servicer shall deliver to the Servicer,
the Servicer shall deliver it to the Certificate Administrator and the Companion Loan Holders in electronic format. 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 a portion of any Monthly Payment (other than a Balloon Payment
and Default Interest) or an Assumed Monthly Payment, as applicable (other than a Balloon Payment and Default Interest), due on
the Trust Loan on any Payment Date has not been received by the close of business on the Business Day immediately prior to the
following Remittance Date, the Servicer, subject to its determination that such amounts are not Nonrecoverable Advances, shall
make an advance on such Remittance Date to the Distribution Account, in an amount equal to such Monthly Payment (or portion thereof)
(or in the amount of the Assumed Monthly Payment, or portion thereof, as applicable) due on the Trust Loan on the related Payment
Date that has not been received by the close of business on the Business Day immediately prior to such Remittance Date (net of
the Servicing Fee with respect to the Trust Loan, which shall not be paid to the Servicer until funds in the Collection Account
are available for payment of such fee); provided that neither the Servicer nor any other party shall be entitled to interest accrued
on the amount of any Monthly Payment Advance with respect to the Trust Loan if the delinquent amount of the related Monthly Payment
(or, if applicable, the Assumed Monthly Payment) in respect to such Trust Loan is received by the Servicer or the Certificate Administrator,
as applicable, by 2:00 p.m., New York time, on such Remittance Date. The portion of any Monthly Payment Advance equal to the CREFC®
Intellectual Property Royalty License Fee for the Trust Loan and such Distribution Date will not be remitted to the Certificate
Administrator but shall be remitted to CREFC® by the Servicer. The Servicer shall also advance in respect of each
Payment Date following (x) a delinquency in the payment of the Balloon Payment of the Trust Loan or foreclosure (or acceptance
of a deed-in-lieu of foreclosure or comparable conversion) of the Mortgage Loan or (y) not later than the related Remittance
Date, to the Distribution Account, the amount of any Assumed Monthly Payment deemed due with respect to the Trust Loan on such
Payment Date. For the avoidance of doubt, in the event that the amount of interest and/or principal on the Trust Loan is reduced
as a result of any modification to the Trust Loan, any Monthly 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. Notwithstanding anything to the contrary herein and subject
to the determination of nonrecoverability provided in this Section 3.23, in the event that a Property becomes a Foreclosed
Property, the Servicer shall continue to make advances as required pursuant to this Section 3.23(a) with respect to
each Payment Date following such event in an amount equal to the interest portion of the Monthly Payment or Assumed Monthly Payment,
as applicable, due or deemed due with respect to the Trust Loan on such Payment Date, as if such Property had not




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become a Foreclosed Property and the
Trust Loan continued to be outstanding. If and to the extent such information is not already included in the Distribution Date
Statement for the month in which such Monthly Payment Advance is made, the Servicer shall notify the master servicer and trustee
with respect to each Other Securitization Trust of the amount of any Monthly Payment Advance made pursuant to this Section 3.23(a)
within two Business days of making such advance. The Servicer shall maintain a record of each Monthly 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 Sections 3.4 and 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 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.


At any time that a
Trust 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 by a fraction, the numerator of
which is the then-outstanding principal balance of the Trust Loan minus the Trust Appraisal Reduction Amount (including any deemed
Trust Appraisal Reduction Amount) and the denominator of which is the then-outstanding principal balance of the Trust Loan.


(b)       
Subject to Section 3.23(e), the Servicer shall advance, for the benefit of the Certificateholders and
the Companion Loan Holders, to the extent it determines that such amount is recoverable, all customary and reasonable out-of-pocket
costs and expenses incurred by the Servicer or the Special Servicer in the performance of its respective servicing obligations,
including, but not limited, to the costs and expenses incurred in connection with (i) the preservation, restoration, operation
and protection of any Property that, 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 interest in such Property, (ii) the payment of
(A) real estate taxes, assessments, ground rents and governmental charges that may be levied or assessed against the applicable
Borrower or any of their respective Affiliates or any applicable Property or revenues therefrom or which become liens on such Property,
(B) Ground Lease rents or other amounts due under the Ground Lease, (C) insurance premiums, (D) amounts necessary to
purchase a replacement interest rate cap agreement to the extent that the Borrowers fail to purchase and deliver the Interest Rate
Cap Agreement or a replacement Interest Rate Cap Agreement and (E) 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 the applicable Borrowers that are incurred in connection with a sale of the Mortgage Loan, the negotiation of a workout
of the Mortgage Loan, an assumption of the Mortgage Loan or a release of any of the Properties from the lien of the applicable
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, and (iv) the management, operation and liquidation of a Property if such Property is acquired
by the Trust (collectively, “Property Protection Advances”). In addition, subject to Section 3.23(e),
the




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Servicer shall advance amounts eligible
for withdrawal from the Collection Account pursuant to clauses (iii) (other than Servicing Fees), (v)(b), (vi)(to
the extent reimbursements of such amounts are owed to the Trustee only), (vii), (ix) and (xi) of Section 3.4(c)
(collectively, “Administrative Advances”) on or prior to the related Distribution Date to the extent (A) such
amounts are not paid from the Collection Account pursuant to the second paragraph of Section 3.4(c) and (B) it determines
that such amounts are payable or reimbursable by the Borrowers and would not be a Nonrecoverable Advance. 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 with respect to the Mortgage
Loan or any Foreclosed Property; provided, however, that only three (3) Business Days’ written notice shall be required in
respect of Property Protection Advances required to be made on an urgent or 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 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; provided, however,
that the Special Servicer shall not be entitled to make such a request more frequently than once per calendar month with respect
to Advances other than emergency Advances (although such request may relate to more than one Advance).
The Special Servicer shall not be obligated to make any Advance.


(c)        
To the extent the Servicer fails to make an Advance that it is required to make under this Agreement, 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 Scheduled Maturity Date of the Floating Rate Loan or Extended Maturity Date of the Floating Rate Loan or Scheduled
Maturity Date of the Fixed Rate Loan, as applicable, 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 or related bankruptcy, subject to
the requirement of recoverability, until the earliest of (i) the payment in full of the Mortgage Loan, (ii) the day on
which all of the applicable Properties become liquidated or (iii) the day on which the Mortgage Loan is sold.


(d)       
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 “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
shall reasonably select a comparable interest rate index (the “Advance Rate”) for each such day (or the most
recent day on which the “prime 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 shall compound annually. If the context




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requires, each reference to the reimbursement
or payment of an Advance also includes, whether or not specifically referred to, payment or reimbursement of interest thereon at
the Advance Rate through but excluding the date of payment or reimbursement.


(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 Trustee, as applicable, has determined that such Advance, together
with interest thereon at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee and the Servicer,
in that order, shall be entitled to reimbursement for any such Advances relating to the Trust Loan or the Mortgage Loan, as applicable,
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 Rate through but excluding the date of
payment or reimbursement.


(f)        
The determination by the Servicer or the Trustee, as applicable, that it has made a Nonrecoverable Advance or that any proposed
Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate
in electronic format to the Operating Advisor, the Companion Loan Holders, the Certificate Administrator, the Trustee (if such
determination is made by the Servicer), the Servicer (if such determination is made by the Trustee), the Directing Certificateholder
(so long as no Consultation Termination Event has occurred) and the Special Servicer, detailing the reasons for such determination
with supporting documents attached. Such Officer’s Certificate shall be made available to any Privileged Person by the Certificate
Administrator posting such Officer’s Certificate to the Certificate Administrator’s Website in accordance with Section 8.14(b).
The costs of any appraisals, engineering reports, environmental reports or surveys and other information required by the Servicer
or the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses, payable from the Collection
Account pursuant to Section 3.4(c), and shall constitute a Property Protection Advance or Administrative Advance, as
applicable, if paid by the Servicer or the Trustee from its own funds. Subject to Section 6.3, the 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 commercially reasonable judgment, solely in its capacity
as Trustee.


(g)       
The Servicer and the Trustee are not obligated, and have no right, to advance or pay (i) delinquent scheduled payments with
respect to the Companion Loans or portion of the Foreclosed Properties relating thereto or any repurchased Trust Note or portion
thereof, (ii) the Balloon Payment with respect to the Trust Loan (but are obligated to advance the related Assumed Monthly Payment
in accordance with the terms of this Agreement), (iii) any Default Interest or Prepayment Charges, (iv) amounts required
to cure any damages resulting from Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure of
a Property to comply with any applicable law, including any environmental law, or (except in connection with the foreclosure or
other acquisition of a 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 a Property, (v) any losses
arising with respect to




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defects in the title to a Property,
(vi) any costs of capital improvements to a Property other than those necessary to prevent an immediate or material loss to
the Trust’s interest in such Property or (vii) subordinated obligations, including the Mezzanine Loan. In addition,
the Servicer and the Trustee shall have no obligation to make any Monthly Payment Advances with respect to the Companion Loans,
the Foreclosed Companion Loans or the Mezzanine Loan.


(h)       
The Servicer or the Trustee may consider (among other things) the following when making a non-recoverability determination:
(a) the existence of any outstanding Nonrecoverable Advance (plus accrued and unpaid interest thereon) with respect to the Mortgage
Loan or any Foreclosed Property the reimbursement of which, at the time of such consideration, is being deferred or delayed by
the Servicer or the Trustee, (b) the obligations of the Borrowers under the terms of the Trust Loan as it may have been modified
and (c) the Properties in their “as-is” or then-current conditions and occupancies, as modified by such party’s
assumptions (consistent with Accepted Servicing Practices in the case of the Servicer and the Special Servicer or in its commercially
reasonable judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility and effects of future
adverse changes with respect to the Properties, (d) future expenses and (e) the timing of recoveries.


3.24.     
Modifications of Mortgage Loan Documents. (a)  (i) The Servicer (if no Special Servicing Loan Event
has occurred and is continuing) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may, subject
to (w) the consent of the Directing Certificateholder (subject to limitations on such consent pursuant to Section 9.3(a)
herein) prior to the occurrence and continuance of a Control Event, (x) the consultation and review rights of the Directing Certificateholder
(subject to limitations on such rights pursuant to Section 9.3(a) herein) after the occurrence and during the continuance
of a Control Event but prior to the occurrence of a Consultation Termination Event, (y) the consultation and review rights of the
Operating Advisor after the occurrence and during the continuance of an Operating Advisor Consultation Event and (z) the rights
of the Mezzanine Lender under the Intercreditor Agreement, modify, waive or amend any term of the Mortgage Loan if such modification,
waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not cause an Adverse REMIC Event
(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 five years prior to the latest Rated Final Distribution Date.
In connection with (i) the release of any Property or portion thereof from the lien of the related Mortgage or (ii) the
taking of any Property or portion thereof by exercise of the power of eminent domain or condemnation, if the Mortgage Loan Documents
require the Servicer or the Special Servicer, as applicable, to calculate the loan-to-value ratio of the remaining Properties,
for purposes of REMIC qualification of the Trust Loan, then, unless then permitted by the REMIC Provisions, such calculation shall
exclude the value of personal property and going concern value, if any. The Servicer shall provide to the Special Servicer notice
of all Borrower requests related to any Mortgage Loan modification or assumption and, so long as no Consultation Termination Event
is continuing, the Special Servicer shall forward such notice to the Directing Certificateholder.


(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, the




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REMIC Provisions and the provisions
of the Co-Lender Agreement. The Servicer or the Special Servicer, as applicable, shall notify each other, the Trustee, the Certificate
Administrator, the Companion Loan Holders, the Operating Advisor and the Depositor and, so long as no Consultation Termination
Event has occurred, the Directing Certificateholder, 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 (with a copy to the Trustee, the Operating Advisor
and each Companion Loan Holder) an original recorded counterpart of the agreement relating to such modification, waiver or amendment
within ten (10) Business Days following the execution and recordation (if appropriate) thereof. In the event the Servicer or Special
Servicer, or a court of competent jurisdiction in connection with a workout or proposed workout of the Mortgage Loan, modifies
the interest rate applicable to the Mortgage Loan, the aggregate adverse economic effect of the modification (if any) required
to be borne by the holders of the Trust Notes pursuant to the Co-Lender Agreement shall be applied to the Certificates, in reverse
order of seniority. If all or any portion of the Mortgage Loan is modified, no Net Component Rate shall change for purposes of
distributions on the Certificates.


(c)        
Subject to Section 3.27, 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 Borrowers’
expense in accordance with the Mortgage Loan Agreement or, if not so provided in the Mortgage Loan Agreement or if the Borrowers
do not pay as a Trust Fund Expense.


(d)       
Notwithstanding the foregoing, the Servicer and (if a Special Servicing Loan Event is continuing) the Special Servicer may,
in accordance with Accepted Servicing Practices (without any Rating Agency Confirmation or consent of the Directing Certificateholder),
grant the Borrowers’ request for consent to subject a 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. Neither the Servicer nor the Special Servicer may condition the granting of any such request
on receipt of Rating Agency Confirmation if such condition would not be consistent with or permitted by the Mortgage Loan Documents.


(e)        
Subject to Section 3.27 of this Agreement, prior to implementing any of the actions under the definition of RAC Decision,
the Servicer or Special Servicer shall obtain a Rating Agency Confirmation from each Rating Agency.


(f)        
Subject to the terms of this Section 3.24, the Servicer or the Special Servicer (with regard to the Specially Serviced
Mortgage Loan) shall be permitted to waive all or any portion of Default Interest it is entitled to as compensation. Failure to
waive any Default Interest by the Servicer or the Special Servicer shall not in any way be deemed a violation of Accepted Servicing
Practices.


3.25.      
Conflicts of Interest; Mandatory Resignation; Servicer and Special Servicer May Own Certificates. (a)  The
Servicer, the Special Servicer and any agent thereof in




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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 subject to the restrictions on voting set forth in the definition of Certificateholder.


(b)       
None of the Servicer, the Special Servicer nor any of its Affiliates shall (i) resign from its obligations and duties as
Servicer or Special Servicer, as applicable, under this Agreement, except as provided in Section 6.4 hereof or (ii)
act as special servicer of the Mezzanine Loan or a sub-servicer of the special servicer of the Mezzanine Loan. In the event that
the Special Servicer obtains knowledge that it has become a Borrower Affiliate, the Special Servicer shall promptly notify the
Trustee and the Certificate Administrator of such affiliation. Upon receipt of such notice, the Trustee shall promptly send a request
to the Special Servicer requesting that the Special Servicer resign as Special Servicer and use reasonable efforts to appoint a
replacement special servicer in accordance with Section 6.4 of this Agreement. In the event that no replacement Special
Servicer is appointed within thirty (30) days for any reason after receipt by the Trustee of a notice of such affiliation, the
Trustee may petition the court for appointment of a successor Special Servicer at the expense of resigning Special Servicer.


3.26.       
Intercreditor Agreement; Notice of Mortgage Loan Event of Default to Mezzanine Lender. The Servicer shall give notice
of any Mortgage Loan Event of Default to the Mezzanine Lender promptly (and, in the event of the failure to make a Monthly Payment
on its scheduled Payment Date, such notice shall be given promptly following such 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 Intercreditor Agreement,
whether or not the Servicer is obligated to give notice thereof to the Borrowers. Such notice to the Mezzanine Lender shall be
given by certified mail, return receipt requested, by fax, by e-mail or by a nationally recognized overnight courier. Any such
notice to the Mezzanine Lender with respect to the Mezzanine Loan shall be sent to each of the Mezzanine Servicer, Mezzanine Special
Servicer, Mezzanine Certificate Administrator and Mezzanine Trustee. Subject to the rights of the Directing Certificateholder,
(a) the Servicer or the Special Servicer, as applicable, shall exercise the rights of the Trust as successor in interest to the
mortgagee under the Intercreditor Agreement and (b) shall comply with and enforce the rights and obligations of the Trust under
the terms of the Intercreditor Agreement. The rights of the Trust and the Certificateholders in and under the Mortgage Loan and
the Mortgage Loan Documents shall be subject to the terms of the Intercreditor Agreement.


3.27.       
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan Documents or other
provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation
or a written confirmation from a Rating Agency that any action will not cause a downgrade, withdrawal or qualification of the then-current
ratings on the Certificates as a condition precedent to such action, if the party (the “Requesting Party”) seeking
to obtain such Rating Agency Confirmation or written confirmation has made a request to any Rating Agency for such Rating Agency
Confirmation or written confirmation and, within ten Business Days of such request being sent to the applicable Rating Agency,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is either
declining to review such request or waiving the requirement for Rating Agency Confirmation or written




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confirmation, then such Requesting Party
shall be required to (i) confirm (through direct communication and not by posting any confirmation on the 17g-5 Information
Provider’s Website) that the applicable Rating Agency has received the Rating Agency Confirmation or written confirmation
request, and, if it has, promptly request the related Rating Agency Confirmation or written confirmation again, (ii) if there
is no response to either such Rating Agency Confirmation or written confirmation request within five Business Days of such second
request, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or
such written confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan (other than as
set forth in clause (y) below), such condition shall be deemed to be satisfied (provided that granting
such request is in accordance with Accepted Servicing Practices), and (y) with respect to a replacement of the Servicer or Special
Servicer, such condition shall be deemed to be satisfied with respect to (I)  Fitch, if the replacement Servicer is rated
at least “CMS3” or the replacement Special Servicer is rated at least “CSS3” and (II) KBRA, if the replacement
Servicer certifies that KBRA 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 in a commercial mortgage-backed securities transaction serviced
by the applicable servicer or special servicer prior to the time of determination if KBRA is the non-responding Rating Agency.


Any Rating Agency
Confirmation requests made by the Servicer, Special Servicer, Certificate Administrator, Trustee or Operating Advisor, as applicable,
pursuant to this Agreement, shall be made in writing (and email shall be sufficient as a writing), 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 Certificate Administrator, the Trustee or the Operating Advisor, 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 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).


Promptly following
the Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.27(a)
following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or the Special Servicer,
as applicable, shall provide 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 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, any amendment to this Agreement or replacement of the Servicer,
the Special Servicer, the Certificate Administrator, the Trustee or the Operating Advisor (a “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 shall also require delivery of a Companion Loan




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Rating Agency Confirmation to the master
servicer, the special servicer, the certificate administrator or the operating advisor to any Other Securitization Trust 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 the Special Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency
Confirmation(s) in connection with a Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with
respect to any Companion Loan Securities 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 counterparts (i.e., the master servicer or special servicer,
as applicable), the 17g-5 Information Provider’s counterpart, 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 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 at
approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (ii) any other materials
that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan Rating Agency Confirmation
promptly following such request.


3.28.     
Miscellaneous Provisions. (a)The Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer
and the Special Servicer, as applicable, shall respond to any request by the Borrowers under Section 5.1.11(d) of the Mortgage
Loan Agreement for written approval of the Annual Budget.


(b)       
The Servicer (as long as the Mortgage Loan is not a Specially Serviced Mortgage Loan) or the Special Servicer (as long as
the Mortgage Loan is a Specially Serviced Mortgage Loan) shall enforce the rights of the Lender under the Mortgage Loan Agreement
with respect to the Interest Rate Cap Agreement and any replacement interest rate cap agreement. The Servicer and/or Special Servicer
shall purchase a replacement interest rate cap agreement in the event that the Borrowers fail to purchase such replacement interest
rate cap agreement, the cost of which shall be a Trust Fund Expense.


3.29.     
Companion Loan Intercreditor Matters. (a)  If, pursuant to Section 2.9, or Section 3.16 of
this Agreement, the Trust Loan is, in its entirety, purchased or repurchased from the Trust Fund, the subsequent holder thereof
shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations of the holder of the Trust Notes
under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided under the Trust Loan Purchase Agreement)
other documents pertaining to the Trust Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser
of the Trust Loan in its capacity as the holder of the Trust Notes (as a result of such purchase, repurchase or substitution) and
(except for the original Companion Notes) on behalf of the holders of the Companion Notes. Thereafter, such Mortgage File shall
be held by the holder of the Trust Notes or a custodian appointed thereby for the benefit thereof, on behalf of itself and the
Companion Loan Holders as




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their interests appear under the Co-Lender
Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer
or special servicer, as the case may be, under any separate servicing agreement for the Mortgage Loan.


(b)       
With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined
in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations
reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the
asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations
reviewer or such other requesting party (at the expense of the Trust Loan Seller or requesting party), but only to the extent (i)
the requesting party or asset representations reviewer has not been able to obtain such documents from the Trust Loan Seller or
a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of
the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be
bound by it or shall (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination,
be a violation of this Agreement or the Co-Lender Agreement.


(c)        
Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement,
the Servicer with respect to the Mortgage Loan when it is not a Specially Serviced Mortgage Loan or Special Servicer with respect
to the Mortgage Loan when it is a Specially Serviced Mortgage Loan, as applicable, shall consult with the Companion Loan Holders
with respect to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement.
In addition, notwithstanding anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and
notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement.


(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.


3.30.      
Additional Matters with Respect to the Trust Loan. (a) In the event that the Trust Loan Seller (the “Repurchasing
Seller”) repurchases a Trust Note (each, a “Repurchased Note”) in accordance with Section 2.9
hereof and Section 8 of the Trust Loan




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Purchase Agreement, and a portion of
the Trust Note and/or one or more Companion Notes remain outstanding and are held by one or more Other Securitization Trusts, the
Servicer and Special Servicer agree that pursuant to Sections 2 and 5 of the Co-Lender Agreement, the provisions of this Agreement
and the Co-Lender Agreement shall continue to apply with respect to the servicing and administration of the Mortgage Loan (and
the Trust Loan Seller has agreed to such provisions in the Trust Loan Purchase Agreement) until such time all of the Trust Notes
are repurchased by the Trust Loan Seller or otherwise no longer part of the Trust, and the related successor holders thereof and
the Companion Loan Holders have entered into a replacement servicing agreement with respect to the Mortgage Loan or the Companion
Notes are repurchased from their respective Other Securitization Trusts.


(b)       
Custody of the respective Mortgage Loan Documents shall be held exclusively by the Custodian, and record title under the
respective Mortgage Loan Documents shall be held exclusively by the Trustee, on behalf of the Certificateholders, as provided under
this Agreement, except that the Repurchasing Seller shall hold and retain title to its original Repurchased Note and any related
endorsements thereof.


(i)        
Payments from the Borrower or any other amounts received with respect to each Note shall be collected as provided in this
Agreement by the Servicer and shall be applied to each related Note in accordance with the Co-Lender Agreement, subject to Section
3.30(b)(ii). In the event that any Property becomes Foreclosed Property, payments or any other amounts received with respect
to the Mortgage Loan shall be collected and shall be applied to each Note in accordance with the Co-Lender Agreement and this Agreement,
subject to Section 3.30(b)(ii). Payments or any other amounts received with respect to the related Repurchased Note shall
be held in trust by the Servicer for the benefit of the Repurchasing Seller and remitted (net of the Servicing Fees, Special Servicing
Fees, Certificate Administrator Fees (including that portion of the Certificate Administrator Fees that represents the Trustee
Fees, which are payable to the Trustee), Operating Advisor Fees and any Trust Fund Expenses, Property Protection Advances and any
interest accrued thereon at the Advance Rate that are allocable to or attributable to such Repurchased Note in accordance with
the Co-Lender Agreement and Section 3.30(b)(ii)) to the Repurchasing Seller or its designee by the Servicer on or before
each Distribution Date pursuant to instructions provided by the Repurchasing Seller and deposited and applied in accordance with
this Agreement.


(ii)        
In the event that the Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate
amount due under the Mortgage Loan at any particular time, the Repurchasing Seller shall be entitled to receive from the Servicer
an amount equal to the Repurchasing Seller’s allocable share of such payment as determined in accordance with the Co-Lender
Agreement and this Section 3.30(b)(ii). All expenses, losses and shortfalls including, without limitation, losses of principal
or interest, Advances that have been declared Nonrecoverable Advances, interest on Advances, Special Servicing Fees, Work-out Fees
and Liquidation Fees (including any such fees related to the related Notes) and other Trust Fund Expenses relating to the servicing
and administration of the Mortgage Loan will be allocated to the holders of the Notes in accordance with the Co-Lender Agreement.
All expenses, losses and shortfalls including, without limitation, losses of principal or interest, Advances that have been




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declared Nonrecoverable Advances,
interest on Advances, Special Servicing Fees, Work-out Fees and Liquidation Fees (including any such fees related to the related
Notes) and other Trust Fund Expenses that are allocated to the Repurchased Notes shall be borne by the Repurchasing Seller and
shall reduce the amount of collections in respect of the Repurchased Notes that are distributable to the Repurchasing Seller.


(iii)       
For so long as the Mortgage Loan shall be serviced by the Servicer or the Special Servicer in accordance with this Agreement,
the Servicer or the Special Servicer, as applicable, on behalf of the holders thereof shall administer the Mortgage Loan consistent
with the terms of this Agreement. The Repurchasing Seller shall not be permitted to terminate the Servicer or Special Servicer
as servicer or special servicer of the related Repurchased Note. All rights of the mortgagee under the Mortgage Loan will be exercised
by the Servicer or Special Servicer, on behalf of the Trust, the Repurchasing Seller and the Companion Loan Holders to the extent
of their respective interest therein (as a collective whole) in accordance with this Agreement, taking into account the subordinate
nature of the Subordinate Fixed Rate Trust Note and the portion of the Floating Rate Note comprising the same Components of the
Subordinate Fixed Rate Trust Note to the Senior Fixed Rate Trust Note and Companion Notes. Neither the Servicer nor the Trustee
shall have any obligation to make Monthly Payment Advances with respect to the repurchased portion.


(iv)       
Funds collected by the Servicer or the Special Servicer, as applicable, and applied to the Notes shall be deposited and
disbursed in accordance with the provisions hereof. Compensation shall be paid to the Trustee, Certificate Administrator, Servicer,
Special Servicer, Operating Advisor and CREFC® with respect to the related Repurchased Note as provided in this Agreement.
None of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Operating Advisor shall have any
obligation to make any Monthly Payment Advance with respect to the related Repurchased Note. The Servicer, Certificate Administrator,
the Special Servicer and the Operating Advisor shall have no reporting requirement with respect to the related Repurchased Note
other than that the holder of the related Repurchased Note, subject to delivery by such holder of an Investor Certification, shall
be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise
have under the terms of this Agreement.


(c)        
If any Note is considered a Specially Serviced Mortgage Loan, then each Note shall be a Specially Serviced Mortgage Loan
under this Agreement. The Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of
the Repurchasing Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special
Servicing Fee, Work-out Fee or Liquidation Fee that would be payable to the Special Servicer under this Agreement.


(d)       
If (A) the Servicer shall pay any amount to the Repurchasing Seller pursuant hereto in the belief or expectation that a
related payment has been made or will be received or collected and (B) such related payment is not received or collected by the
Servicer, then the Repurchasing Seller will promptly on demand by the Servicer return such amount to the Servicer. If the Servicer
determines at any time that any amount received or collected by the




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Servicer in respect of the Mortgage
Loan must be returned to the Borrower or paid to any other Person or entity pursuant to any insolvency law or otherwise, notwithstanding
any other provision of this Agreement, the Servicer shall not be required to distribute any portion thereof to the Repurchasing
Seller, and the Repurchasing Seller will promptly on demand by the Servicer repay, which obligation shall survive the termination
of this Agreement, any portion thereof that the Servicer may have distributed to the Repurchasing Seller, together with interest
thereon at such rate, if any, as the Servicer may pay to the Borrower or such other Person or entity with respect thereto.


(e)        
Subject to this Agreement, the Servicer, or the Special Servicer, as applicable, on behalf of the holders of the Repurchased
Note, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations regarding
the Mortgage Loan, and (ii) enforce the Mortgage Loan Documents as provided hereunder. Without limiting the generality of the preceding
sentence, the Servicer, or Special Servicer, as applicable, may provide consent to any action or inaction under the Mortgage Loan
Documents, agree to any modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest
on, permit the release, addition or substitution of collateral securing, and/or permit the release of the Borrower on or any guarantor
of the Mortgage Loan without the consent of the Repurchasing Seller, subject, however, to Section 3.24.


(f)        
In taking or refraining from taking any action permitted hereunder, the Servicer and the Special Servicer shall each be
subject to the same degree of care with respect to the administration and servicing of the Mortgage Loan as is consistent with
this Agreement; and shall only be liable to the Repurchasing Seller to the same extent as set forth herein as it is liable to the
Trust.


(g)       
If the Trustee or the Servicer has made a Property Protection Advance or an Administrative Advance with respect to the Mortgage
Loan that would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a
Nonrecoverable Advance, the Repurchasing Seller shall reimburse the Trustee, the Certificate Administrator, the Servicer or the
Special Servicer, as applicable, in an amount equal to its allocable share of such Nonrecoverable Advance and accrued interest
thereon at the Advance Rate as determined in accordance with Section 2(b) of the Co-Lender Agreement and Section 3.30(b)(ii).


(h)       
The Repurchasing Seller shall have the right to assign the related Repurchased Note; provided that the assignee of the related
Repurchased Note shall agree in writing to be bound by the terms of this Agreement, and provide notice of such assignment, including
the full contact information and wiring instructions for the successor party. The Servicer and Special Servicer may conclusively
rely on any notice received.


(i)         
The Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this Agreement,
exercise efforts consistent with Accepted Servicing Practices to execute and deliver, on behalf of the Repurchasing Seller as a
holder of the related Repurchased Note, any and all documents and instruments necessary to maintain the lien created by the Mortgage
or other security document related to the Mortgage Loan on the Properties and related collateral, any and all modifications, waivers,
amendments or




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consents to or with respect to the Mortgage
Loan Documents, and any and all instruments of satisfaction or cancellation, or of full release or discharge, and all other comparable
instruments with respect to the related Repurchased Note or related Repurchased Notes and the Properties all in accordance with,
and subject to, the terms of this Agreement. The Repurchasing Seller agrees to furnish, or cause to be furnished, to the Servicer
and the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the Mortgage
Loan; provided, however, that the Repurchasing Seller shall not be liable, and shall be indemnified by the Servicer or the Special
Servicer, as applicable, for any negligence with respect to, or misuse of, any such power of attorney by the Servicer or the Special
Servicer, as the case may be; and further provided that the Servicer or the Special Servicer, without the written consent of the
Repurchasing Seller, shall not initiate any action in the name of the Repurchasing Seller without indicating its representative
capacity that actually causes the Repurchasing Seller to be registered to do business in any state.


(j)         
The Repurchasing Seller agrees to deliver to the Servicer or the Special Servicer, as applicable the Mortgage Loan Documents
related to the related Repurchased Note or related Repurchased Notes, as applicable, any receipt for release and any court pleadings,
requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale in respect of the Properties
or to any legal action or to enforce any other remedies or rights provided by the Note(s) or the Mortgage or otherwise available
at law or equity with respect to the related Repurchased Note.


The rights granted
to the Repurchasing Seller under this Section 3.30 shall in all respects be subject to the general rights, indemnification in favor
of the Certificate Administrator, Trustee, Servicer, Special Servicer and the Operating Advisor, protections, limitations on liability
and immunities granted to the parties in this Agreement (including, but not limited to, Section 6.3) and this Section 3.30 shall
not be construed to limit such indemnification in favor of the Certificate Administrator, Trustee, Servicer, Special Servicer and
Operating Advisor rights, protections, limitations on liability and immunities which shall apply to all the Notes, including the
Repurchased Note.


3.31.     
Credit Risk Retention. (a)  The Third Party Purchaser, prior to its acquisition of Certificates that constitute
the Required Third Party Purchaser Retention Amount, will be required to enter into an agreement with the Retaining Sponsor (the
“Third Party Purchaser Agreement”).


(b)       
None of the Trustee, the Certificate Administrator, the Custodian, the Servicer, the Special Servicer or the Operating Advisor
shall be obligated to monitor, supervise or enforce the performance of any party under the Third Party Purchaser Agreement.


3.32.     
The Operating Advisor. (a)  The Operating Advisor shall review (i) the actions of the Special Servicer
with respect to the Mortgage Loan when it is a Specially Serviced Mortgage Loan and the actions of the Special Servicer with respect
to Major Decisions relating to the Mortgage Loan when it is not a Specially Serviced Mortgage Loan (which review shall be performed
in accordance with Section 3.10(l), Section 3.10(m), Section 3.10(n) and this Section 3.32, as applicable),
(ii) all reports by the Special Servicer made available to Privileged Persons




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that are posted on the Certificate Administrator’s
Website and (iii) each Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation
Event) and Final Asset Status Report delivered to the Operating Advisor by the Special Servicer. The Operating Advisor shall perform
its duties hereunder in accordance with the Operating Advisor Standard. The Operating Advisor shall consider Accepted Servicing
Practices in connection with its review of the Special Servicer activities hereunder, but in no case shall the Operating Advisor
itself be bound by Accepted Servicing Practices.


(b)       
The Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as
“Privileged Information” received from the Special Servicer or the Directing Certificateholder in connection with the
Directing Certificateholder’s exercise of its rights under this Agreement (including, without limitation, in connection with
the review and/or approval of any Asset Status Report or Final Asset Status Report) or otherwise in connection with this transaction,
except under the circumstances described in Section 3.32(f) and subject to any law, rule, regulation, order, judgment or
decree requiring the disclosure of such Privileged Information. Subject to the terms and conditions in this Agreement related to
Privileged Information, the Operating Advisor agrees that it shall use information received from the Special Servicer pursuant
to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.


(c)        
(i)  Based on the Operating Advisor’s review of (x) Assessment of Compliance, Attestation Report, Major
Decision Reporting Package, Asset Status Report (after the occurrence and during the continuance of an Operating Advisor Consultation
Event), Final Asset Status Report and other reports delivered to the Operating Advisor by the Special Servicer made available to
Privileged Persons that are posted on the Certificate Administrator’s Website during the prior calendar year, (y) prior to
the occurrence and continuance of an Operating Advisor Consultation Event, with respect to the Mortgage Loan when it is a Specially
Serviced Mortgage Loan, any Final Asset Status Report or Major Decision Reporting Package, and (z) after the occurrence and continuance
of an Operating Advisor Consultation Event, any Asset Status Report and any Major Decision Reporting Package, the Operating Advisor
shall (if, at any time during the prior calendar year, (A) the Mortgage Loan was a Specially Serviced Mortgage Loan or (B) there
existed an Operating Advisor Consultation Event) deliver to the Certificate Administrator (which shall promptly post such report
on the Certificate Administrator’s Website in accordance with Section 8.14(b)), the 17g-5 Information Provider (who
shall post it to the 17g-5 Information Provider’s Website in accordance with Section 8.14(b)) and the Depositor within
one hundred twenty (120) days of the end of the prior calendar year, an annual report (the “Operating Advisor Annual Report”),
substantially in the form of Exhibit AA (which form may be modified or altered as to either its organization or content
by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without
limitation, provisions herein relating to Privileged Information; provided, however, that in no event shall the information
or any other content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth
whether the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating
in compliance with Accepted Servicing Practices with respect to its performance of its duties under this Agreement during the prior
calendar year and identifying which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good
faith, the Special Servicer has failed to comply; provided, however, that in the event the Special Servicer is replaced,
the




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Operating Advisor Annual Report shall
only relate to such Special Servicer that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing
in such capacity through the date of such Operating Advisor Annual Report. Subject to the restrictions in this Agreement, including,
without limitation, Section 3.32(d) hereof, each such Operating Advisor Annual Report shall (A) identify any material deviations
from (i) Accepted Servicing Practices and (ii) the Special Servicer’s obligations under this Agreement with respect to the
resolution or liquidation of any Specially Serviced Mortgage Loan or Foreclosed Property and (B) comply with all of the confidentiality
requirements described in this Agreement regarding Privileged Information (subject to a Privileged Information Exception). Such
Operating Advisor Annual Report shall be delivered to the Certificate Administrator (which shall promptly post such Operating Advisor
Annual Report on the Certificate Administrator’s Website in accordance with Section 8.14(b)) and the 17g-5 Information
Provider (who shall post it to the 17g-5 Information Provider’s Website in accordance with Section 8.14(b)); provided,
however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least
five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. In preparing
the Operating Advisor Annual Report, the Operating Advisor shall not be required to report on instances of non-compliance with,
or deviations from, Accepted Servicing Practices or the Special Servicer’s obligations under this Agreement that the Operating
Advisor determines, in its sole discretion exercised in good faith, to be immaterial. The Operating Advisor shall have no obligation
to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer.


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


(d)        
(i)  After the calculation but prior to the utilization by the Special Servicer of any of the calculations related
to (i) Appraisal Reduction Amounts or (ii) net present value in accordance with Section 1.3(c) used in the Special Servicer’s
determination of that course of action to take in connection with the workout or liquidation of the Mortgage Loan when it is a
Specially Serviced Mortgage Loan, the Special Servicer shall forward such calculations, together with any supporting material or
additional information necessary in support thereof (including such additional information reasonably requested by the Operating
Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating
Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor
shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials,
recalculate the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of
the applicable formulas required to be utilized in connection with any such calculation.




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(ii)        
In connection with this Section 3.32(d), in the event the Operating Advisor does not agree with the mathematical
calculations of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application
of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor
and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the
application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement
within five (5) Business Days of delivery of such calculations. In addition, with respect to the Operating Advisor’s review
of net present value or Appraisal Reduction Amount calculations, as applicable, the Operating Advisor’s recalculation shall
not be required to take into account the reasonableness of the Special Servicer’s property and borrower performance assumptions
or other similar discretionary portion(s) of the net present value or Appraisal Reduction Amount calculation, as applicable. The
Servicer shall cooperate with the Special Servicer and provide any information reasonably requested by such Special Servicer necessary
for the calculation of the Appraisal Reduction Amount that is in the Servicer’s possession or reasonably obtainable by the
Servicer. In the event the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement
prior to the end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator
of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the
Operating Advisor and the Special Servicer and determine which calculation is to apply (and shall provide prompt written notice
of such determination to the Operating Advisor and the Special Servicer).


(e)        
Notwithstanding the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating
Advisor will be limited to an after-the-action review of any assessment of compliance, attestation report, Major Decision Reporting
Package, Asset Status Report, Final Asset Status Report and other information delivered to the Operating Advisor by the Special
Servicer or made available to Privileged Persons that are posted on the Certificate Administrator’s Website during the prior
calendar year (together with any additional information and material reviewed by the Operating Advisor), and, therefore, it shall
have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers,
lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, property management changes,
releases from escrow, assumptions and other similar actions that the Special Servicer may perform under this Agreement.


(f)        
The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the Special Servicer and (for so long as no Consultation Termination
Event is continuing) the Directing Certificateholder, disclose such information to any other Person (including any Certificateholders
other than the Directing Certificateholder), other than (i) to the extent expressly set forth herein, to the other parties to this
Agreement with a notice indicating that such information is Privileged Information, (ii) pursuant to a Privileged Information Exception
or (iii) where necessary to support specific findings or conclusions concerning allegations of deviations from Accepted Servicing
Practices (A) in the Operating Advisor Annual




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Report or (B) in connection with a recommendation
by the Operating Advisor to replace the Special Servicer. Each party to this Agreement that receives information that is appropriately
labeled as “Privileged Information” from the Operating Advisor with a notice stating that such information is Privileged
Information shall not, without the prior written consent of the Special Servicer and (for so long as no Consultation Termination
Event is continuing) the Directing Certificateholder, disclose such Privileged Information to any Person other than pursuant to
a Privileged Information Exception. In addition and for the avoidance of doubt, while the Operating Advisor may serve in a similar
capacity with respect to other securitizations that involve the same parties or Borrowers involved in this securitization, any
experience or knowledge gained by the Operating Advisor from such other engagements shall not be imputed to the Operating Advisor
for this transaction; provided, however, the Operating Advisor may consider such experience or knowledge as pertinent
information for discussion with the Special Servicer during its periodic meetings. Notwithstanding the foregoing, the Operating
Advisor shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor
that agree in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


(g)       
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in
respect of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to
time in accordance with the terms of Section 4.5.


(h)       
As compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee
on each Distribution Date with respect to the Mortgage Loan. As to the Mortgage Loan, the Operating Advisor Fee shall accrue from
time to time at the Operating Advisor Fee Rate and shall be computed on the basis of the same principal amount, in the same manner
and for the same Mortgage Loan Interest Accrual Period respecting which any related interest payment on the Trust Loan is computed.


The Operating Advisor
shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 3.32(i) hereof, such
amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.4. Each successor Operating
Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


In addition, the Operating
Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Asset Status Report or Major Decision for
which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee shall be payable from
funds on deposit in the Collection Account as provided in Section 3.4 of this Agreement, but only to the extent such Operating
Advisor Consulting Fee is actually received from the Borrower. When the Operating Advisor has consultation obligations with respect
to an Asset Status Report or Major Decision under this Agreement, the Servicer or the Special Servicer, as the case may be, shall
use efforts to collect the applicable Operating Advisor Consulting Fee from the Borrower in connection with such Asset Status Report
or Major Decision that are consistent with the efforts that the Servicer or the Special Servicer, as applicable, would use to collect
any Borrower-paid fees not specified in the Mortgage Loan Agreement owed to it in accordance with Accepted Servicing Practices,
but only to the extent not




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prohibited by the related Mortgage Loan
documents. The Servicer or Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting
Fee payable by the Borrower if it determines that such full or partial waiver is in accordance with Accepted Servicing Practices,
but in no event shall the Servicer or such Special Servicer take any enforcement action with respect to the collection of such
Operating Advisor Consulting Fee other than requests for collection; provided that the Servicer or Special Servicer, as
applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.


(i)         
The Operating Advisor may be removed upon (i) the written direction of Holders of Certificates evidencing not less than
15% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate
Balances of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to terminate and replace the Operating
Advisor with a proposed successor Operating Advisor (provided that the proposed successor Operating Advisor is an Eligible
Operating Advisor), (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) receipt by the Trustee and the Certificate
Administrator of Rating Agency Confirmation from each Rating Agency (which confirmations will be obtained by the Certificate Administrator
at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall
promptly provide written notice to all Certificateholders and the Operating Advisor of such request by posting such notice on the
Certificate Administrator’s Website in accordance with Section 8.14(b), and concurrently by mail at their addresses
appearing on the Certificate Register. Upon the vote or written direction of Holders of a majority of the aggregate Certificate
Balance of all Classes of Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce
the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall terminate all of
the rights and obligations of the Operating Advisor under this Agreement (other than any rights or obligations that accrued prior
to the date of such termination (including accrued and unpaid compensation) and other than indemnification rights (arising out
of events occurring prior to such termination)) by written notice to the Operating Advisor, and the proposed successor operating
advisor will be appointed.


(j)         
After the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided, that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. If the Trustee is unable to find a replacement operating advisor that is an Eligible Operating Advisor within
thirty (30) days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as possible,
give written notice of the termination and appointment to the Special Servicer, the Servicer, the




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Certificate Administrator, the Depositor,
the Directing Certificateholder (only if no Control Event or Consultation Termination Event is continuing), the Certificateholders
and the Rating Agencies.


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


(l)         
Prior to the occurrence and continuance of a Control Event, the Directing Certificateholder shall have the right to consent,
such consent not to be unreasonably withheld, conditioned or delayed, to the identity of any replacement Operating Advisor appointed
pursuant to this Section 3.32; provided, further, that such consent will be deemed to have been granted if
no objection is made within ten (10) Business Days following the Directing Certificateholder’s receipt of the request for
consent and, if granted or deemed granted, such consent cannot thereafter be revoked or withdrawn.


(m)        
The Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written
notice to the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Directing Certificateholder,
if applicable, if the Operating Advisor has secured a replacement that is an Eligible Operating Advisor and (b) upon the appointment
of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt
by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating Advisor shall become
effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities and
obligations. If no successor Operating Advisor has been so appointed and accepted the appointment within thirty (30) days after
the notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for the appointment
of a successor operating advisor that is an Eligible Operating Advisor. The resigning Operating Advisor shall pay all costs and
expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of
its duties pursuant to this Section 3.32.


(n)       
In the event the Operating Advisor resigns or is otherwise terminated for any reason it shall remain entitled to any accrued
and unpaid Operating Advisor Fees and Operating Advisor Consulting Fees and reimbursement of accrued and unpaid Operating Advisor
Expenses pursuant to Section 3.32(h) and shall also remain entitled to any rights of indemnification provided hereunder.


(o)       
The parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed,
that (i) subject to Section 6.3, the Operating




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Advisor shall have no liability to any
Certificateholder for any actions taken or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor
shall act solely as a contracting party to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A)
fiduciary duty, or (B) other duty except with respect to its specific obligations under this Agreement, and shall have no duty
to any particular Class of Certificates or particular Certificateholders, and (iv) the Operating Advisor does not constitute an
“investment adviser” within the meaning of the Investment Advisers Act of 1940, as amended.


(p)       
The Operating Advisor shall not make any investment in any Class of Certificates.


(q)       
The Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy
clauses (c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the
related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.32.
Notwithstanding the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for any actions required
to be performed hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability
or related obligation or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person
acting as its agents or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone
were performing its obligations under this Agreement.


(r)         
For the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect to other securitizations
that involve the same parties or Borrower involved in this securitization, any experience or knowledge gained by the Operating
Advisor from such other engagements may not be imputed to the Operating Advisor for this transaction; provided, however,
the Operating Advisor may consider such experience or knowledge as pertinent information for discussion with the Special Servicer
during its periodic meetings.


		4.	DISTRIBUTIONS AND STATEMENTS TO CERTIFICATEHOLDERS



4.1.       
Distributions. (a)  On each Distribution Date, to the extent of Available Funds, amounts held in the Lower-Tier
Distribution Account shall be withdrawn and distributed to the Upper-Tier REMIC in respect of the Uncertificated Lower-Tier Interests,
for deposit into the Upper-Tier Distribution Account, and to the Class R Certificates in respect of the Class LT-R Interest
in accordance with Section 4.1(b) and immediately thereafter, amounts so distributed to the Upper-Tier REMIC shall
be withdrawn from the Upper-Tier Distribution Account and distributed by the Certificate Administrator in the following amounts
(the “Distribution Priorities”):


first, to each
Class of Class A and Class X Certificates (other than the Class X-HFL Certificates), pro rata, based on their respective
Interest Distribution Amounts for such Distribution Date, in an amount in respect of interest, up to their respective Interest
Distribution Amounts on such Distribution Date;


second, pro
rata based upon their respective Class Principal Distribution Amounts for that Distribution Date, to each Class of Class A
Certificates, up to the Class




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Principal Distribution Amount for each
such Class and such Distribution Date, until the Certificate Balance of each such Class is reduced to zero;


third, to each
Class of Class A Certificates, pro rata (based on the aggregate amount of all Applied Realized Loss Amounts allocated to
each such Class and not reimbursed on prior Distribution Dates), in each case in an amount up to the amount of all Applied Realized
Loss Amounts previously allocated to each such Class and not reimbursed on prior Distribution Dates;


fourth, to
each Class of Class B Certificates, pro rata, based upon their respective Interest Distribution Amounts for such Distribution
Date, up to the Interest Distribution Amount for such Class and such Distribution Date;


fifth, pro
rata, based upon the Class Principal Distribution Amount for that Distribution Date, to each Class of Class B Certificates,
up to the related Class Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance of
such Class is reduced to zero;


sixth, to each
Class of Class B Certificates, pro rata (based on the aggregate amount of all Applied Realized Loss Amounts allocated to
each such Class and not reimbursed on prior Distribution Dates), up to the amount of all Applied Realized Loss Amounts previously
allocated to such Classes and not reimbursed on prior Distribution Dates;


seventh, to
each Class of Class C Certificates, pro rata, based upon their respective Interest Distribution Amounts for such Distribution
Date, up to the Interest Distribution Amount for such Class and such Distribution Date;


eighth, pro
rata, based upon the Class Principal Distribution Amount for that Distribution Date, to each Class of Class C Certificates,
up to the related Class Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance of
such Class is reduced to zero;


ninth, to each
Class of Class C Certificates, pro rata (based on the aggregate amount of all Applied Realized Loss Amounts allocated to
each such Class and not reimbursed on prior Distribution Dates), up to the amount of all Applied Realized Loss Amounts previously
allocated to such Classes and not reimbursed on prior Distribution Dates;


tenth, to each
Class of Class D Certificates, pro rata, based upon their respective Interest Distribution Amounts for such Distribution
Date, up to the Interest Distribution Amount for such Class and such Distribution Date;


eleventh, pro
rata, based upon the Class Principal Distribution Amount for that Distribution Date, to each Class of Class D Certificates,
up to the related Class Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance of
such Class is reduced to zero;


twelfth, to
each Class of Class D Certificates, pro rata (based on the aggregate amount of all Applied Realized Loss Amounts allocated
to each such Class and not reimbursed




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on prior Distribution Dates), up to
the amount of all Applied Realized Loss Amounts previously allocated to such Classes and not reimbursed on prior Distribution Dates;


thirteenth,
to each Class of Class E Certificates, pro rata, based upon their respective Interest Distribution Amounts for such Distribution
Date, up to the Interest Distribution Amount for such Class and such Distribution Date;


fourteenth,
pro rata, based upon the Class Principal Distribution Amount for that Distribution Date, to each Class of Class E Certificates,
up to the related Class Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance of
such Class is reduced to zero;


fifteenth,
to each Class of Class E Certificates, pro rata (based on the aggregate amount of all Applied Realized Loss Amounts allocated
to each such Class and not reimbursed on prior Distribution Dates), up to the amount of all Applied Realized Loss Amounts previously
allocated to such Classes and not reimbursed on prior Distribution Dates;


sixteenth,
to each Class of Class F Certificates, pro rata, based upon their respective Interest Distribution Amounts for such Distribution
Date, up to the Interest Distribution Amount for such Class and such Distribution Date;


seventeenth,
pro rata, based upon the Class Principal Distribution Amount for that Distribution Date, to each Class of Class F Certificates,
up to the related Class Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance of
such Class is reduced to zero;


eighteenth,
to each Class of Class F Certificates, pro rata (based on the aggregate amount of all Applied Realized Loss Amounts allocated
to each such Class and not reimbursed on prior Distribution Dates), up to the amount of all Applied Realized Loss Amounts previously
allocated to such Classes and not reimbursed on prior Distribution Dates;


nineteenth,
to each Class of Class G Certificates, pro rata, based upon their respective Interest Distribution Amounts for such Distribution
Date, up to the Interest Distribution Amount for such Class and such Distribution Date;


twentieth,
pro rata, based upon the Class Principal Distribution Amount for that Distribution Date, to each Class of Class G Certificates,
up to the related Class Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance of
such Class is reduced to zero;


twenty-first,
to each Class of Class G Certificates, pro rata (based on the aggregate amount of all Applied Realized Loss Amounts allocated
to each such Class and not reimbursed on prior Distribution Dates), up to the amount of all Applied Realized Loss Amounts previously
allocated to such Classes and not reimbursed on prior Distribution Dates;


twenty-second,
to each Class of Class H Certificates and the Class X-HFL Certificates, pro rata, based upon their respective Interest Distribution
Amounts for such




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Distribution Date, up to the Interest
Distribution Amount for such Class and such Distribution Date;


twenty-third,
pro rata, based upon the Class Principal Distribution Amount for that Distribution Date, to each Class of Class H Certificates,
up to the related Class Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance of
such Class is reduced to zero;


twenty-fourth,
to each Class of Class H Certificates, pro rata (based on the aggregate amount of all Applied Realized Loss Amounts allocated
to each such Class and not reimbursed on prior Distribution Dates), up to the amount of all Applied Realized Loss Amounts previously
allocated to such Classes and not reimbursed on prior Distribution Dates;


twenty-fifth,
to each Class of Class HRR Certificates, pro rata, based upon their respective Interest Distribution Amounts for such Distribution
Date, up to the Interest Distribution Amount for such Class and such Distribution Date;


twenty-sixth,
based upon the Class Principal Distribution Amount for that Distribution Date, to each Class of Class HRR Certificates, up to the
related Class Principal Distribution Amount for such Class and such Distribution Date until the Certificate Balance of such Class
is reduced to zero;


twenty-seventh,
to each Class of Class HRR Certificates, pro rata (based on the aggregate amount of all Applied Realized Loss Amounts allocated
to each such Class and not reimbursed on prior Distribution Dates), up to the amount of all Applied Realized Loss Amounts previously
allocated to such Classes and not reimbursed on prior Distribution Dates; and


twenty-eighth,
to the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts.


In no event will any
Class of Certificates receive distributions in reduction of its Certificate Balance which in the aggregate exceed the original
Certificate Balance of such Class.


(b)       
On each Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive distributions
in respect of principal or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of Realized
Losses actually distributable to its respective Related Certificates as provided in Section 4.1(a). On each Distribution
Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive distributions in respect of interest in
an amount equal to the sum of the Interest Distribution Amount and Interest Shortfall in respect of its Related Certificates and
(i) in the case of the LB-FL Uncertificated Interests, LC-FL Uncertificated Interests and LD-FL Uncertificated Interests, the
Interest Distribution Amount and Interest Shortfall in respect of the Class X-CP and Class X-EXT Certificates, (ii) in the case
of the LH-FL Uncertificated Interest, the Interest Distribution Amount and Interest Shortfall in respect of the Class X-HFL Certificates,
(iii) in the case of the Class LA-FX Uncertificated Interest, the Interest Distribution Amount and Interest Shortfall in respect
of the Class XA-FX Certificates and (iv) in the case of the Class LB-FX Uncertificated Interest, the Class LC-FX Uncertificated
Interests, the Class LD-FX Uncertificated Interest, the Class LE-FX Uncertificated Interest, the Class LF-FX Uncertificated




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Interest and the Class LG-FX Uncertificated
Interest, the Interest Distribution Amount and Interest Shortfall in respect of the Class XB-FX Certificates (based on the proportion
of the interest accrued at the Class X Strip Rate on each respective Class of Related Certificates to the aggregate interest accrued
at the Class X Strip Rates on all of the respective Classes of Related Certificates), in each case to the extent actually distributable
thereon as provided in Section 4.1(a).


As of any date, the
principal balance of each Uncertificated Lower-Tier Interest shall equal its Lower-Tier Principal Amount. The Pass-Through
Rate with respect to each Uncertificated Lower-Tier Interest shall 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
and any Yield Maintenance Default Premium distributed pursuant to Section 4.3(a) 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).


Distributions to the
Class R Certificateholders (in respect of the Class LT-R Interest) from the Lower-Tier Distribution Account and to
the Class R Certificate holders (in respect of the Class UT-R Interest) and to other Certificateholders from the Upper-Tier
Distribution Account on each Distribution Date shall be made by the Certificate Administrator to each Certificateholder, as applicable,
of record on the related Record Date (other than as provided in Section 11.1 in respect of the final distribution),
by wire transfer in immediately available funds to the account of such Certificateholder, as applicable, 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 Distribution Date.


(c)        
All amounts distributable to a Class of Certificates pursuant to Section 4.1(a) 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 (after withdrawing any amounts deposited in the Distribution
Account in error and making other permitted withdrawals under this Agreement, to the extent funds are available for such purpose)
to each Certificateholder of record on the related Record Date 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 Distribution Date. The final distribution on each Certificate shall 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.


(d)       
The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate
Administrator that the final distribution with




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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)
and mail to each Holder of such Class of Certificates, on such date 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 end of the Certificate Interest Accrual Period related to such Distribution Date.


(e)        
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 (6) months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their
Certificates for cancellation to receive the final distribution with respect thereto. If within one (1) 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 Fund. If within two (2) years after the second
notice any such Certificates shall not have been surrendered for cancellation, the Certificate Administrator shall, to the extent
permitted by law, 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 Administrator and
(ii) the termination of the Trust Fund, 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(e).
Any such amounts transferred to the Certificate Administrator shall not be invested.


(f)        
The Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so
long as the Trust Fund 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.




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(g)       
On each Distribution Date, Realized Losses with respect to the Trust Loan shall be allocated to each Class of Certificates
in the following order:


first, based
on their outstanding Certificate Balances, pro rata, to the Class HRR Certificates, and pro rata between the Class
HRR (FL Component) and Class HRR (FX Component) based on the Class HRR (FL Component) Balance and the Class HRR (FX Component)
Balance;


second, to
each Class of the Class H Certificates, pro rata, based on their outstanding Certificate Balance of each such Class;


third, to each
Class of the Class G Certificates, pro rata, based on their outstanding Certificate Balance of each such Class;


fourth, to
each Class of the Class F Certificates, pro rata, based on their outstanding Certificate Balance of each such Class;


fifth, to each
Class of the Class E Certificates, pro rata, based on their outstanding Certificate Balance of each such Class;


sixth, to each
Class of the Class D Certificates, pro rata, based on their outstanding Certificate Balance of each such Class,


seventh, to
each Class of the Class C Certificates, pro rata, based on their outstanding Certificate Balance of each such Class,


eighth, to
each Class of the Class B Certificates, pro rata, based on their outstanding Certificate Balance of each such Class, and


ninth, to each
Class of the Class A Certificates, pro rata, based on their outstanding Certificate Balance of each such Class,


in each case until
the Certificate Balance of each such Class or principal balance of such Class HRR Component has been reduced to zero.


The Notional Amount
of the Class X-CP Certificates will be reduced by the aggregate amount of Realized Losses allocated to the Class B-FL, Class C-
FL and Class D- FL Certificates. The Notional Amount of the Class X-EXT Certificates will be reduced by the aggregate amount of
Realized Losses allocated to the Class B- FL, Class C- FL and Class D- FL Certificates. The Notional Amount of the Class X-HFL
Certificates will each be reduced by the aggregate amount of Realized Losses allocated to the Class H-FL Certificates. The Notional
Amount of the Class XA-FX Certificates will be reduced by the amount of Realized Losses allocated to the Class A-FX Certificates.
The Notional Amount of the Class XB-FX Certificates will be reduced by the aggregate amount of Realized Losses allocated to the
Class B-FX, Class C-FX, Class D-FX Certificates, Class E-FX Certificates, Class F-FX Certificates and Class G-FX Certificates.




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Allocations of Realized
Losses to any Class of Certificates shall be deemed to result in a corresponding reduction of the Lower-Tier Principal Amount of
the Related Uncertificated Lower-Tier Interest(s).


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 and other payees that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for any such withholding and such Certificateholders shall furnish any information as may be required for the Certificate Administrator
to comply with any withholding requirements. In the event the Certificate Administrator withholds any amount from interest payments
or advances thereof or other amounts to any Certificateholder or payee pursuant to federal withholding requirements, amounts so
withheld shall be treated as having been entirely distributed to such Certificateholder or payee, and the Certificate Administrator
shall indicate the amount withheld to such Certificateholder or payee through a report.


4.3.       
Allocation and Distribution of Prepayment Charges. (a) On any Distribution Date, Yield Maintenance Premiums, if any,
in respect of Component A-FX during the related Collection Period shall be distributed by the Certificate Administrator to the
Holders of the Class A-FX and Class XA-FX Certificates (collectively, the “YM Group FX-1”) in the following
manner: (i) the Holders of the Class A-FX Certificate shall receive on each Distribution Date an amount of Prepayment Charges equal
to the product of (x) the total amount of principal distributed to the Class A-FX Certificates on such Distribution Date, (y) the
Base Interest Fraction for the related principal prepayment and such Class and (x) the Prepayment Charges allocated in respect
of such Component during the related Collection Period and (ii) any Prepayment Charges allocated to YM Group FX-1 during the related
Collection Period remaining after such distributions will be distributed to the Class XA-FX Certificates.


(b)         
On any Distribution Date, Yield Maintenance Premiums, if any, in respect of the Components B-FX, C-FX, D-FX, E-FX, F-FX,
G-FX, H-FX or HRR-FX during the related Collection Period shall be distributed by the Certificate Administrator to the Holders
of the Class B-FX, Class C-FX, Class D-FX, Class E-FX, Class F-FX, Class G-FX, Class H-FX, Class XB-FX Certificates (collectively,
the “YM Group FX-2”) in the following manner: (i) the Holders of each Class of Principal Balance Certificates
in YM Group FX-2 shall receive on each Distribution Date an amount of Prepayment Charges equal to the product of (x) a fraction
whose numerator is the amount of principal distributed to such Class on such Distribution Date and whose denominator is the total
amount of principal distributed to all of the Principal Balance Certificates in YM Group FX-2 on such Distribution Date, (y) the
Base Interest Fraction for the related principal prepayment and such Class and (z) the Prepayment Charges allocated in respect
of all such Components during the related Collection Period and (ii) any Prepayment Charges allocated to YM Group FX-2 during the
related Collection Period remaining after such distributions will be distributed to the Class XB-FX Certificates.


(c)        
On any Distribution Date, Spread Maintenance Payments, if any, collected in respect of the Mortgage Loan during the related
Collection Period shall be distributed by the Certificate Administrator to the holders of the Class X-CP and Class X-EXT Certificates
in the following manner: (a) first, to the Class X-CP Certificates in the amount equal to the Class X-




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CP Spread Maintenance Payment Distribution
Amount; and (b) then, to the Class X-EXT Certificates, any remaining Spread Maintenance Payments. No Spread Maintenance
Payments shall be distributed to the Holders of the Class A, Class B, Class C, Class D, Class E, Class G, Class F, Class X-HFL,
Class XA-FX, Class XB-FX, Class HRR or Class R Certificates).


(d)       
All Prepayment Charges distributable pursuant to this Section 4.3 shall first be deemed to have been distributed from the
Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LA-FX Uncertificated Interest (whether or not the Lower-Tier Principal
Amount of such Uncertificated Lower-Tier Interest has been reduced to zero).


4.4.       
Statements to Certificateholders. (a)  On each Distribution Date, based on information provided by the
Servicer and the Special Servicer, as applicable, the Certificate Administrator shall prepare and make available pursuant to Section 8.14(b)
to any Privileged Person (including a Privileged Person who provides the Certificate Administrator with an Investor Certification
in the form of Exhibit K-2 hereto) and shall deliver to the Initial Purchasers, a statement, based upon information
supplied to it by the Servicer and the Special Servicer, as applicable, in respect of the distributions on such Distribution Date
(a “Distribution Date Statement”) setting forth:


(i)        
for each Class of Regular Certificates (1) the amount of the distributions made on such Distribution Date allocable
to interest at the Pass-Through Rate and/or the amount allocable to principal (separately identifying the amount of any principal
payments (specifying the source of such payments)), (2) the amount of any Prepayment Charges collected on the Trust Loan allocable
to each Class of Certificates and (3) the amount of interest paid on Advances from Default Interest and allocable to
such Class;


(ii)        
if the amount of the distributions to the Holders of each Class of Certificates is less than the full amount that would
have been distributable to such Holders if there had been sufficient 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 Payment Advance for such Distribution Date;


(iv)        
the Certificate Balance or Notional Amount 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 and the allocation of
Realized Losses on such Distribution Date;


(v)        
the principal balance of the Trust Loan and the Certificate Balance or Notional Amount of each Class of Certificates as
of the end of the Collection Period for such Distribution Date and the amount of Realized Losses allocated to each Class;


(vi)      
the aggregate amount of Unscheduled Payments (and the source of such payments) made with respect to the Mortgage Loan during
the related Collection Period and the aggregate amount of such payments allocable to the Trust Loan;


(vii)      
identification of any Mortgage Loan Event of Default, any Special Servicing Loan Event, any Servicer Termination Event,
any Special Servicer Termination




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Event or any Operating Advisor
Termination Event that in any case has been declared as of the close of business on the second Business Day prior to the end of
the 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 charges retained
by the Servicer or the Special Servicer and the amount of compensation paid to the Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Trustee and CREFC®, separately listing the Certificate Administrator
Fee (including the portion that is the Trustee Fee, only if the Certificate Administrator and Trustee are different entities),
the Special Servicing Fee, the Operating Advisor Fee and the CREFC® Intellectual Property Royalty License Fee with
respect to such Distribution Date;


(ix)        
the number of days the Borrowers are delinquent in the event that the Borrowers are delinquent at least 30 days and the
date upon which any foreclosure proceedings have been commenced;


(x)         
whether any Property, as of the close of business on the Payment Date preceding such Distribution Date had become a Foreclosed
Property, together with an identification of same;


(xi)        
information with respect to any declared bankruptcy of any Borrower, the Guarantor or any Mezzanine Borrower;


(xii)      
as to any item of Collateral released, liquidated or disposed of during the preceding 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 Properties by the Borrowers reported to the Certificate Administrator to the extent
not already reported on the CREFC® Reports provided by the Servicer and posted on the Certificate Administrator’s
Website;


(xiv)      
the aggregate amount of all Advances, if any, not yet reimbursed;


(xv)      
the amount of any reimbursement of Nonrecoverable Advances paid to the Servicer or the Trustee;


(xvi)      
an itemized report identifying any Appraisal Reduction Amount and any Trust Appraisal Reduction Amount;


(xvii)    
the amount of Default Interest, if any, and late payment charges, if any, paid by the Borrowers during the related Collection
Period;


(xviii)    
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with
respect to the related Distribution Date;




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(xix)        
The aggregate amount of any Trust Fund Expenses reimbursable or payable by the Borrowers and the Guarantor under the Mortgage
Loan Agreement, and the amount collected from the Borrowers and Guarantor in respect of such Trust Fund Expenses;


(xx)        
the amount and type of the Prepayment Charges, if any, collected during the related Collection Period and distributed on
such Distribution Date to the Holders of the Certificates;


(xxi)        
the weighted average spread over the LIBOR Rate Index of the Components of the Floating Rate Loan for the current Distribution
Date and for the next Distribution Date;


(xxii)      
The LIBOR Rate Index for the current Distribution Date and the next Distribution Date and the Certificate Spread, and if
the LIBOR Rate Index is not applicable for the current Distribution Date or next Distribution Date, the Alternate Rate Index for
the current Distribution Date and the Certificate Spread; and


(xxiii)      
the Component Rate and Net Component Rate for each Component and the related Mortgage Loan Interest Accrual Period.


The Depositor, the
Trustee, the Certificate Administrator, the Operating Advisor, the Servicer and the Special Servicer may agree to enhance the reporting
requirements of the Distribution Date Statement without Certificateholder approval.


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 (iv) 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 required by applicable law 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 or otherwise required by law. 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 (including for
this purpose a Privileged Person who provides the Certificate Administrator with an Investor Certification in the form of Exhibit K-2
hereto) on each Distribution Date pursuant to Section 8.14(b). The Certificate Administrator’s obligation to
provide such information 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 Borrowers or




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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 Borrowers 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 Borrowers, the Special Servicer’s obligation to furnish such
information shall be contingent upon receipt of its receipt of such information from the Borrowers. The Servicer, the Special Servicer,
the Certificate Administrator and the Trustee shall be entitled to rely on information supplied by the Borrowers without independent
verification.


The Certificate Administrator
shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged Persons pursuant to Section 8.14(b)
reports or analyses of net operating income from the Properties. Such net operating income reports or analyses shall be prepared
pursuant to Section 3.18 by the Servicer in CREFC® format based on the quarterly, annual and periodic
statements and rent rolls with respect to the Properties obtained by the Servicer from the Borrowers or from the Special Servicer
pursuant to Section 3.15(h).


If so authorized by
the Depositor, the Certificate Administrator may make available on its Internet website to any Privileged Person certain other
information with respect to the Trust Loan (subject to the limitations of Section 3.18).


In addition, the Certificate
Administrator shall make available on its website such information as set forth in Section 8.14(b).


4.5.       
Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum. (a)  The Certificate Administrator
shall make available, only to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate
Administrator with an Investor Certification substantially in the form of Exhibit K-2 hereto), the Investor Q&A
Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website,
where (i) Certificateholders, Beneficial Owners of Certificates who provide the Certificate Administrator with an Investor
Certification substantially in the form of Exhibit K-1 may 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 Trust Loan or the Properties and the Operating
Advisor relating to annual or other reports or recommendations to replace the Special Servicer prepared by the Operating Advisor
or actions by the Special Servicer referenced in such reports (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers thereto.
Upon receipt of an Inquiry for the Servicer, the Special Servicer or the Operating Advisor, the Certificate Administrator shall
forward the Inquiry to the appropriate person at the Servicer, the Special Servicer or the Operating Advisor, as applicable, in
each case via electronic mail within a commercially reasonable period of time following receipt thereof. Following receipt of an
Inquiry, the Certificate Administrator, the Servicer, the Special Servicer or the Operating Advisor, as applicable, unless it determines
not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Servicer, the Special Servicer or
the Operating Advisor, as applicable, shall be by email to the Certificate Administrator. The Certificate Administrator shall post
(within a commercially reasonable period of time following




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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, the Special Servicer or the Operating Advisor, as applicable, determines, in its respective sole discretion, that
(i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests
of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, the Mortgage Loan
Documents or this Agreement, (iv) answering any Inquiry would, or is reasonably expected to, result in a waiver of attorney client
privilege or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or would
result in significant additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer
or the Operating Advisor, as applicable, (vi) answering any Inquiry would result in the disclosure of communications between the
Directing Certificateholder and the Special Servicer, (vii) answering any Inquiry would require the disclosure of Privileged Information
or (viii) answering any Inquiry is otherwise, for any reason, not advisable to answer, it shall not be required to answer such
Inquiry and, in the case of the Servicer, the Special Servicer or the Operating Advisor, 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 will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that
will not be answered shall include the following statement: “Because the Trust and Servicing Agreement provides that the
Certificate Administrator, the Servicer, the Special Servicer or the Operating Advisor shall not answer an Inquiry if it determines,
in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the 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 or the Mortgage Loan Documents, (iv) answering any Inquiry would, or is reasonably
expected to, result in a 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, the Special Servicer or the Operating Advisor, as applicable, (vi) answering any Inquiry would result in the
disclosure of communications between the Directing Certificateholder and the Special Servicer, (vii) answering any Inquiry would
require the disclosure of Privileged Information or (viii) answering any Inquiry is otherwise, for any reason, not advisable to
answer, no inference should be drawn from the fact that the Certificate Administrator, the Servicer, the Special Servicer and/or
the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum will be attributable
only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Initial Purchasers or any of their
respective Affiliates. None of the Initial Purchasers, the Depositor, the Servicer, the Special Servicer, the Operating Advisor,
the Trustee or the Certificate Administrator or any of their respective Affiliates will certify to any of the information posted
in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such information.
The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer
thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. No party
shall post or otherwise disclose direct communications with the Directing Certificateholder 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




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answer contains any such direct communication
with the Directing Certificateholder, 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 will not reflect questions, answers and
other communications that are not submitted via the Certificate Administrator’s Website.


(b)       
The Certificate Administrator shall make available to any Certificateholder, any Beneficial Owner the Investor Registry.
The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website,
where Certificateholders, Beneficial Owners can register and thereafter obtain contact information with respect to any other Certificateholder,
Beneficial Owner that has so registered. Any Person registering to use the Investor Registry shall certify that (a) it is a Certificateholder,
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 Persons entitled to access the Investor Registry.
Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email
address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder,
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 will not be responsible for verifying or validating any information submitted on the Investor Registry,
or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance
of a waiver and disclaimer for access to the Investor Registry.


(c)        The Certificate Administrator shall, with the consent of the Depositor, make the Distribution Date Statements, CREFC®
Reports, this Agreement, the Offering Circular and supplemental notices available to certain market data providers upon receipt
by the Certificate Administrator from such Person of a certification substantially in the form of Exhibit O hereto,
which certification may be submitted electronically via the Certificate Administrator’s Website. The Depositor hereby consents
to the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc.,
Interactive Data Corporation, CMBS.com, Thomson Reuters, Moody’s Analytics, Markit Group Limited, MBS Data, LLC and DealView
Technologies Ltd, 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 information about the Trust Loan or the Properties (each such
submission identified in sub-clauses (i), (ii) and (iii) hereof, 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




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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 to the 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a
commercially reasonable period of time following 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, Accepted Servicing Practices, this Agreement or the 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 Certificate Administrator, the Servicer or the Special Servicer, 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 shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
will not be liable for the failure by any other such Person to answer any such Rating Agency Inquiry. Questions posted on the Rating
Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency
Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from
any other Person. None of the Initial Purchasers, the Depositor, or any of their respective Affiliates will certify to any of the
information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility
or liability for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5
Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines,
in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will
not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


4.6.       
Determination of the LIBOR Rate Index or Alternate Rate Index. (a)  With respect to the Floating Rate Loan
and each Mortgage Loan Interest Accrual Period, the LIBOR Rate Index (or the Alternate Rate Index) for the Component Rates on the
Floating Rate Loan shall be determined by the Servicer as set forth in the Mortgage Loan Agreement. With respect to the Floating
Rate Certificates, on each Floating Rate Determination Date, the Certificate Administrator shall determine the LIBOR Rate Index
(or the Alternate Rate Index) for the subsequent Certificate Interest Accrual Period and calculate the expected amount of interest
that will be payable on the Distribution Date following such Certificate Interest Accrual




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Period in respect of the Floating Rate
Certificates, subject, in each case to any Alternate Rate Servicing Agreement Conforming Changes if the Floating Rate Loan is then
an Alternate Rate Loan. Any determination of the LIBOR Rate Index (or the Alternate Rate Index) and such interest amounts by the
Certificate Administrator shall, absent manifest error, be conclusive and binding; provided, that in the event of a discrepancy
for any Certificate Interest Accrual Period in any such interest rate index determination made by the Certificate Administrator
and the corresponding determination made by the Servicer for the corresponding Mortgage Loan Interest Accrual Period, the Certificate
Administrator and the Servicer shall use reasonable efforts to reconcile their determinations so that the LIBOR Rate Index (or
the Alternate Rate Index) as calculated under the Mortgage Loan Agreement and as calculated under this Agreement are equivalent
values; provided, further, that if the Certificate Administrator and the Servicer are unable to reconcile their determinations,
the Servicer’s calculation pursuant to the Mortgage Loan Agreement shall control. Notwithstanding the occurrence of a Benchmark
Transition Event, the Floating Rate Certificates shall continue to accrue interest based on LIBOR until the Certificate Interest
Accrual Period corresponding to the Mortgage Loan Interest Accrual Period during which the Mortgage Loan accrues interest based
on an Alternate Rate Index.


Upon the determination
of the LIBOR Rate Index (or the Alternate Rate Index) and the interest amounts in respect of the Regular Certificates, but in no
event later than the first day of the relevant Certificate Interest Accrual Period, the Certificate Administrator shall give notice
of the LIBOR Rate Index (or the Alternate Rate Index) and the expected amount of interest payable per $1,000 of original Certificate
Balance for such Certificate Interest Accrual Period and the relevant Distribution Date to DTC, Clearstream Luxembourg, Euroclear
and the Holders of the Floating Rate Certificates (it being understood and agreed that such notice may be given by the Certificate
Administrator by the delivery to such Persons of the applicable Distribution Date Statement).


Following the Servicer’s
determination of the LIBOR Rate Index (or the Alternate Rate Index) with respect to the Floating Rate Loan, the Servicer shall
communicate the rate so determined to the Certificate Administrator in writing. The Certificate Administrator shall be entitled
to conclusively rely on any such notice from the Servicer of its determination of the Alternate Rate Index (as to the Components
of the Mortgage Loan) designated by the Servicer.


(b)       
If, pursuant to the Mortgage Loan Agreement, the Floating Rate Loan is expected to be converted to an Alternate Rate Loan
following the occurrence of a Benchmark Transition Event pursuant to which the Servicer is required to determine the Benchmark
Replacement Date pursuant to the terms of the Mortgage Loan Agreement, the Servicer shall promptly give written notice to the Certificate
Administrator and Special Servicer of the occurrence of such Benchmark Transition Event and the date of the corresponding expected
Benchmark Replacement Date, and the Certificate Administrator shall correspondingly post such written notice on its website under
the “Special Notices” tab.


(c)        
If, pursuant to the Mortgage Loan Agreement, the Mortgage Loan has been converted to an Alternate Rate Loan and any Alternate
Rate Index Conforming Changes are made to the Mortgage Loan Agreement in connection with any such conversion, the Servicer shall
provide to the other parties to this Agreement prompt written notice of all such Alternate Rate Index Conforming Changes. In connection
with any Alternate Rate Index Conforming




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Changes made with respect to the Mortgage
Loan Agreement, this Agreement may be amended in accordance with the terms hereof to make corresponding changes that constitute
technical, administrative or operational changes that may be necessary in connection with the conversion of the Mortgage Loan to
an Alternate Rate Loan and that are consistent with market practice ("Alternate Rate Servicing Agreement Conforming Changes”).


(d)       
To the extent consistent with the terms of the Mortgage Loan Agreement, any determination, implementation, adoption, decision,
proposal or election that may be made by the Servicer with respect to any Benchmark Transition Event, Benchmark Replacement Date,
Alternate Rate (as to the Components of the Mortgage Loan), Alternate Rate Index or Alternate Rate Index Conforming Changes shall
be conclusive and binding absent manifest error and may be made in the sole discretion of the Servicer. The Servicer will be reimbursed
by the Trust Fund (to the extent not so paid by Borrower) for any out of pocket expenses, including legal and/or other consultant
fees and expenses, associated with any of the foregoing Benchmark matters.


(e)        
To the extent consistent with the terms of the Mortgage Loan Agreement, the Servicer will not have any responsibility in
respect of any failure to select an Alternate Rate due to the unavailability of sufficient guidance from the Relevant Governmental
Body or ISDA Definitions or from market practice or if the Servicer determines in its discretion that there is not otherwise an
industry-accepted rate of interest, spread adjustment or methods for calculating an Alternate Rate. The Depositor, Special Servicer,
Certificate Administrator and Trustee will be entitled to conclusively rely on the Alternate Rate (as to the Components of the
Mortgage Loan) designated by the Servicer.


(f)        
The Servicer, as lender under the Mortgage Loan Documents, shall have sole discretion over various aspects of the implementation
of an Alternate Rate Index as to the Components of the Mortgage Loan and any determinations of the Servicer shall be conclusive
and binding absent manifest error, including determining if a Benchmark Transition Event and its related Benchmark Replacement
Date has occurred, determining the Alternate Rate Index pursuant to the definition thereof, determining the Alternate Rate Spread
Adjustment pursuant to the definition thereof, determining Compounded SOFR, if necessary, pursuant to the definition thereof, and
making Alternate Rate Index Conforming Changes to the Mortgage Loan Documents and corresponding Alternate Rate Servicing Agreement
Conforming Changes to this Agreement. The Certificateholders shall not have a right to consent to such changes with respect to
the Mortgage Loan Documents or this Agreement and shall be deemed to have released any and all claims against all parties to this
Agreement relating to such changes.


		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-11 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




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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 Principal Balance Certificates shall be issued in minimum denominations of $100,000
(or $10,000 for Principal Balance Certificates issued to QIBs) and integral multiples of $1,000 in excess thereof. If the initial
Certificate Balance of any Class of Principal Balance Certificates does not equal an integral multiple of $1,000, then a single
additional Certificate of such Class may be issued in a minimum denomination of authorized initial Certificate Balance that
includes the excess of (i) the initial Certificate Balance of such Class over (ii) the largest integral multiple
of $1,000 that does not exceed such amount. The Class X Certificates shall be issued, maintained and transferred only in minimum
denominations of authorized initial notional amount of not less than $1,000,000 and integral multiples of $1 in excess thereof.
The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R
Certificates and integral multiples of 1% in excess thereof.


(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 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.


(d)       
During the Risk Retention Period, the Risk Retention Certificates shall only be held as a Definitive Certificate in the
Third Party Purchaser Safekeeping Account by the Certificate Administrator (and the Holder of the Risk Retention Certificates shall
be registered on the Certificate Register), unless otherwise consented to by the Retaining Sponsor. During the Risk Retention Period,
the Certificate Administrator shall hold the Risk Retention Certificates in safekeeping and shall release the same only upon receipt
of written instructions in accordance with Section 5.1(e), 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 “Third Party Purchaser Safekeeping Account” and into which the
Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after
the date hereof, the Certificate Administrator may establish any number of subaccounts to the Third Party Purchaser Safekeeping
Account for the Holder of the Risk Retention Certificates. The Risk Retention Certificates to be delivered in physical form to
the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Risk Retention Certificates
shall be remitted to the Third Party Purchaser Safekeeping Account, but shall be remitted directly to the Holder of the Risk Retention
Certificates in accordance with written instructions (which shall be in the form of Exhibit P to this Agreement) provided separately
by the Holder of the Risk Retention Certificates to the Certificate Registrar. Under no circumstances by virtue of safekeeping
the Risk Retention Certificates shall the Certificate Administrator (i) be obligated to bring legal action or institute proceedings
against any Person on behalf of the Holder of the Risk Retention Certificates or (ii) have any obligation to monitor, supervise
or enforce the performance of any party under the Class HRR Agreement. The Certificate Administrator shall




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be entitled to conclusively rely with
no obligation to verify, confirm or otherwise monitor the accuracy of any information included in any written instructions provided
in connection with this Third Party Purchaser Safekeeping Account and shall have no liability in connection therewith, other than,
subject to Section 5.1(e), with respect to the Certificate Administrator’s obligation to obtain the Retaining Sponsor’s
consent prior to any release of the Risk Retention Certificates. The Certificate Administrator shall hold the Definitive Certificate
representing the Risk Retention Certificates at the below location, or any other location; provided the Certificate Administrator
has given notice to the Holder of the Risk Retention Certificates of such new location:


Wells Fargo Bank,
National Association


Attention: Security Control
and Transfer (SCAT)


MAC: N9345-010


425 E. Hennepin Avenue


Minneapolis, Minnesota 55414


On the Closing Date
and upon the transfer of the Risk Retention Certificates pursuant to Section 5.3(p), the Certificate Administrator shall deliver
written confirmation to the Depositor, the Retaining Sponsor and the Third Party Purchaser substantially in the form of Exhibit
CC to this Agreement evidencing its receipt of the Risk Retention Certificates.


The Certificate Administrator
shall make available to the Holder of the Risk Retention Certificates a statement of Third Party Purchaser Safekeeping Account
as mutually agreed upon by the Certificate Administrator and the Holder of the Risk Retention Certificates, and in accordance with
the Certificate Administrator’s policies and procedures. Any transfer of the Risk Retention Certificates shall be subject
to Article 5 of this Agreement.


In the event that
such Risk Retention Certificates are released from the Third Party Purchaser Safekeeping Account, the Certificate Administrator’s
obligations with respect thereto shall cease and terminate and the Certificate Administrator shall be released therefrom, for so
long as such Class HRR Certificates are not held in the Third Party Purchaser Safekeeping Account.


(e)        
In the event the Third Party Purchaser seeks to cause the release of any Risk Retention Certificates from the Third Party
Purchaser Safekeeping Account, the Third Party Purchaser shall deliver to the Certificate Administrator (i) a written request for
such release in connection with a transfer pursuant to Section 5.3(p) or in connection with the termination of the Risk Retention
Period and (ii) a written request for the Retaining Sponsor’s consent to such release substantially in the form of Exhibit
J-6. Promptly upon receipt of such request for the Retaining Sponsor’s consent, the Certificate Administrator shall forward
such request to the Retaining Sponsor, the Depositor and counsel via electronic mail to the addresses listed on such form (or such
other method and/or address(es) as may hereafter be furnished by the Retaining Sponsor to the Certificate Administrator in writing).
The Certificate Administrator may not consent to, or otherwise permit, any such release of the Risk Retention Certificates without
obtaining the Retaining Sponsor’s countersigned request for consent; provided that if the Retaining Sponsor fails to respond
(which response, for the avoidance of doubt, may include an acknowledgement of such request (other than an automated email response))
in writing to the




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Certificate Administrator within ten
(10) Business Days after the Retaining Sponsor’s receipt of any such written request for the Retaining Sponsor’s consent,
such release will be deemed to have been approved by the Retaining Sponsor; provided that such deemed consent shall not apply in
connection with a determination of whether the Risk Retention Period has ended. The Certificate Administrator shall be indemnified
and held harmless for any release in connection with the preceding, in accordance with the terms set forth in Section 8.3.


5.2.       
Form and Registration. (a)  Each Class of the Certificates (other than the Risk Retention Certificates
and the Class R Certificates) sold to an institution that is a non-U.S. Securities Person in “offshore transactions”
(as defined in Rule 902(h) of Regulation S) in reliance on Regulation S 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 and the Closing Date (the “Restricted Period”), beneficial
interests in each Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream. 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 (each, 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 Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial
Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests
in a Temporary Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless an 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)       
Except as otherwise set forth in this Agreement, Certificates of each Class offered and sold to QIBs in reliance on Rule
144A under the Act (“Rule 144A”) (other than the Risk Retention Certificates during the Risk Retention Period
and the Class R Certificates) 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, collectively with the Temporary Regulation S Global Certificates and the Regulation S Global
Certificates, the “Global Certificates”), which shall be deposited with




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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 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 Rule 144A Global Certificate.


(c)        
Certificates of each Class (other than the Class R Certificates) that are initially offered and sold to investors that are
Institutional Accredited Investors that are not QIBs, the Risk Retention Certificates (during the Risk Retention Period) and the
Class R Certificates (the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially
in the applicable form set forth as an exhibit hereto, issued in the name of such investors or their nominees by the Certificate
Registrar who shall deliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners;
provided, that prior to such transfer the investor executes and delivers to the Certificate Registrar an Investment Representation
Letter (or a Transferee Affidavit in the case of the Class R Certificates).


(d)       
Owners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery
of Definitive Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Global Certificates of such
Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depositor are unable to locate a qualified
successor within 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial
proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such
Class; provided, however, that under no circumstances will 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.


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




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holdings of Certificates of each Class represented
by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate and a Rule 144A Global Certificate
and accepting Certificates for exchange and registration of transfer and (ii) transmitting to the Depositor, the Servicer and the
Special Servicer any notices from the Certificateholders.


(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.


(c)        
Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial
interest in a 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 an institution 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, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest
in the Temporary Regulation S 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
a 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 an institution 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




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exchange of, such interest for an equivalent
beneficial interest in such Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its
office designated in Section 5.7, 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 to an
institution 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
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 Registrar, as registrar, at its office designated in Section 5.7, 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




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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 exchange or transfer the beneficial
interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.


(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 Class
HRR Certificate during the Risk Retention Period or 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




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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,
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 hereto (in the event that the applicable Global Certificate is the Temporary Regulation S
Global Certificate), in the form of Exhibit H hereto (in the event that the applicable Global Certificate is the Regulation S
Global Certificate) or in the form of Exhibit I 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, 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)       
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and
when permitted by Section 5.2(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any
Rule 144A Global Certificate, Temporary Regulation S Global Certificate or Regulation S Global Certificate or to
a transferee of a Non-Book Entry Certificate (or any portion thereof).


(i)         
Other Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate, such Certificates
may be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (c)
through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule 144A
or Regulation S, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


(j)         
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.


(k)       
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




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transfers thereof comply with the provisions
of Rule 144A, Rule 144 or Regulation S under the Act 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.


(l)         
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.


(m)        
No Class F-FL, Class F-FX, Class G-FL, Class G-FX, Class H-FL, Class X-HFL, Class H-FX, Class HRR Certificates or Class
R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be (i) an employee
benefit plan or other plan subject to the fiduciary responsibility provisions of ERISA or to Section 4975 of the Code or a governmental
plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law that is, to a material
extent, similar to the foregoing provisions of ERISA or the Code (“Similar Law”) (each, a “Plan”),
or (ii) any person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate, other than, in
the case of the Class F-FL, Class F-FX, Class G-FL, Class G-FX, Class H-FL, Class X-HFL, Class H-FX or Class HRR Certificates,
an insurance company using assets of its general account under circumstances whereby such purchase and the subsequent holding of
such Class F-FL, Class F-FX, Class G-FL, Class G-FX, Class H-FL, Class X-HFL, Class H-FX or Class HRR Certificates by such insurance
company would be exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Code Section 4975 under
Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption 95-60, or a substantially similar exemption
under Similar Law. Each prospective transferee of a Class F-FL, Class F-FX, Class G-FL, Class G-FX, Class H-FL, Class X-HFL, Class
H-FX, Class HRR or Class R Certificate in the form of a Definitive Certificate shall deliver to the transferor, the Certificate
Registrar and the Certificate Administrator a representation letter, substantially in the form of Exhibit J-3, stating that the
prospective transferee is not a Person described in clause (i) or (ii) of the preceding sentence. Each transferee of an interest
in a Class F-FL, Class F-FX, Class G-FL, Class G-FX, Class H-FL, Class X-HFL, Class H-FX or Class HRR Certificates represented
by a Global Certificate will be deemed to represent that it is not a Person described in clause (i) or (ii) of the second preceding
sentence. No Class A-FL, Class X-CP, Class X-EXT, Class A-FX, Class XA-FX, Class XB-FX, Class B-FL, Class B-FX, Class C-FL, Class
C-FX, Class D-FL, Class D-FX, Class E-FL or Class E-FX Certificates may be purchased by or transferred to any prospective purchaser
or transferee that is or will be a Plan, or any Person acting on behalf of any such plan or using the assets of a Plan to purchase
such Certificate, unless (A) the purchaser is an “accredited investor” within the meaning of Rule 501(a)(1) of Regulation
D of the Act and (B) the acquisition, holding and disposition of such Certificate by the purchaser 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). 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.


(n)       
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




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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, 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 J-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 will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. 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,
(6) it is a QIB purchasing for its own account, or a person purchasing for the account of another QIB and (7) the proposed
transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.3(n) 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 J-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 Transferee Affidavit are false.




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(iii)        
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if
a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee,
no transfer to such proposed transferee shall be effected and such proposed transfer shall not be registered on the Certificate
Register; provided, however, 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.


(o)       
No transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer,
sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any applicable
state securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the Depositor, the
Servicer, the Special Servicer, the Trustee, the Certificate Administrator nor the Certificate Registrar are obligated to register
or qualify the Certificates under the Act or any other securities law or to take any action not otherwise required under this Agreement
to permit the transfer of such Certificates without registration or qualification.


Each purchaser of
Certificates that is a Plan subject to ERISA or to Section 4975 of the Code (an “ERISA Plan”) or that is acting
on behalf of or using the assets of an ERISA Plan shall be deemed to have represented and warranted that (i) none of the Depositor,
any Initial Purchaser, the Trustee, the Custodian, the Certificate Administrator, the Operating Advisor, the Servicer, the Special
Servicer or any of their respective affiliated entities, has provided any investment advice within the meaning of Section 3(21)
of ERISA (and applicable regulations) to the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan in connection
with the ERISA Plan’s acquisition of Certificates, and (ii) the ERISA Plan fiduciary making the decision to acquire the Certificates
is exercising its own judgment in evaluation the investment in the Certificates. 


(p)       
At all times during the Risk Retention Period, if a transfer of the Risk Retention Certificates is to be made, then the
Certificate Registrar shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively rely upon)
(i) the original Class




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HRR Certificates released to the Certificate
Registrar in accordance with Section 5.1(d), (ii) a certification from such Certificateholder’s prospective transferee substantially
in the form attached hereto as Exhibit J-4, (iii) a certification from the Certificateholder desiring to effect such transfer substantially
in the form attached hereto as Exhibit J-5, (iv) a W-9 completed by the prospective transferee and (v) wire instructions and contact
information of the prospective transferee. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject
to Section 5.1(d), Section 5.1(e) and Section 5.3, reflect the Risk Retention Certificates in the name of the prospective transferee
and shall deliver written confirmation to the transferee with a copy via email to each of the Retaining Sponsor, the transferor
and their respective legal counsel, of such transfer and the safekeeping of such Class HRR Certificates in the form of Exhibit
CC attached hereto. After the termination of the Risk Retention Period (the completion of which is subject to the consent of the
Retaining Sponsor in the form of Exhibit J-6), if a transfer of the Class HRR Certificates is to be made, then the Certificate
Registrar shall refuse to register such transfer unless it receives (and upon receipt may conclusively rely upon) each of the following:
(i) the original Class HRR Certificates released to the Certificate Registrar, (ii) a certification from such Certificateholder’s
prospective transferee substantially in the form attached hereto as Exhibit J-4 and (iii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit J-5. For the avoidance of doubt, in no event
shall the Risk Retention Certificates be held as a Global Certificate during the Risk Retention Period.


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 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 Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and
neither the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor any agent
of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party
to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
has been provided an Investor Certification by a Beneficial Owner (or prospective transferee of a Certificate), such party to this
Agreement shall distribute




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such report, statement or other information
to such Beneficial Owner (or such prospective transferee).


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 (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 Servicer, the Special
Servicer, the Trustee and the Depositor shall be entitled to a list of the names and addresses of Certificateholders from time
to time upon request therefor and any reasonable costs associated therewith shall be a Trust Fund Expense.


Upon the written request
of any Certificateholder or Beneficial Owner that (a) has provided an Investor Certification, (b) states that such Certificateholder
or Beneficial Owner desires the Certificate Administrator to transmit a notice to all Certificateholders, Beneficial Owner stating
that such Certificateholder or Beneficial Owner wishes to be contacted by other Certificateholders, Beneficial Owners, 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 or Beneficial Owner 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 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 and Beneficial Owner, by receiving and holding a Certificate, agrees
that neither the Certificate Administrator nor the Certificate Registrar shall be held accountable by 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 Wells Fargo Bank, National Association, 600 South 4th Street, 7th
Floor, MAC N9300-070, Minneapolis, MN 55479 as its office for such purposes. The Certificate Registrar shall give prompt written
notice to the Certificateholders and the Borrowers of any change in the location of the Certificate Register or any such office
or agency.




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		6.	THE DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER AND THE OPERATING ADVISOR



6.1.       
Respective Liabilities of the Depositor, the Servicer, the Special Servicer and the Operating Advisor. The Depositor,
the Servicer, the Special Servicer and the Operating Advisor 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, the Special Servicer or the Operating Advisor. Each of the Servicer, the
Special Servicer and the Operating Advisor 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, the Special Servicer or the Operating Advisor may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Servicer, the Special Servicer or the Operating Advisor shall be a party, or any Person succeeding
to the business of the Servicer, the Special Servicer or the Operating Advisor (which, in the case of the Servicer, the Special
Servicer or the Operating Advisor, may be limited to all or substantially all of its assets relating to acting as a servicer or
operating advisor, as applicable, for commercial mortgage-backed securitization transactions), shall be the successor of the Servicer,
the Special Servicer or the Operating Advisor, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities
and obligations of such Servicer, the Special Servicer or the Operating Advisor 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,
unless such successor or surviving Person is the Servicer, the Special Servicer or the Operating Advisor, each of the Certificate
Administrator and the Trustee shall have received a Rating Agency Confirmation before any such surviving Person shall be deemed
to be the successor of the Servicer, the Special Servicer or the Operating Advisor, as the case may be, hereunder.


6.3.       
Limitation on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others. (a)  Neither
the Depositor, the Servicer, the Special Servicer, the Operating Advisor nor any of their respective directors, officers, members,
managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Certificateholders, any Companion
Loan Holder or Directing Certificate 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 or the Companion Loan Holders that
does not violate any law or Accepted Servicing Practices or the provisions of this Agreement, the Intercreditor Agreement or the
Co-Lender Agreement, or for errors in judgment; provided, however, that this provision shall not protect the Depositor,
the Servicer, the Special Servicer, the Operating Advisor or any such other person or entity against any breach of warranties or
representations made herein or any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence
in the performance of its duties or by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the
Servicer, the Special Servicer, the Operating Advisor and any of their respective directors, officers, employees, members, managers,
partners, Affiliates or agents may reasonably rely on




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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, the Operating Advisor 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 (in accordance with the procedures set
forth in Section 3.4(c)) and held harmless against any loss, liability, claim, demand or expense (including reasonable
legal fees and expenses) incurred in connection with any legal action or other claims, losses, penalties, fines, foreclosures,
judgments or liabilities relating to this Agreement, the Mortgage Loan, the Co-Lender Agreement, the Properties or the Certificates
(except as any such loss, liability or expense shall be otherwise reimbursable and reimbursed pursuant to this Agreement), other
than any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence by it in the performance
of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. Neither the Depositor,
the Operating Advisor, the Servicer nor 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 Operating Advisor, the Servicer or the Special Servicer
may, in its discretion, undertake any such action which it may deem necessary or desirable (in the case of the Servicer or Special
Servicer, 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 Operating Advisor, 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 or the Distribution
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 Trustee or Certificate Administrator
of any funds paid to the Trustee or the Certificate Administrator, as applicable, in respect of the Mortgage Loan deposited into
or withdrawn from the Distribution Account or any account (other than the 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 or on behalf of the Trustee or the Certificate Administrator (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).


(b)       
In order to comply with Applicable Banking Law, the Servicer and the Special Servicer, as the case may be, may be required
to obtain, verify and record certain information relating to individuals and entities that maintain a business relationship with
the Servicer or the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Servicer and the Special
Servicer, upon its respective request from time to time, such identifying information and documentation as may be available for
such party in order to enable the Servicer and the Special Servicer to comply with Applicable Banking Law.


(c)        
The Depositor shall not have any right or obligation to monitor or supervise the performance of the Servicer, the Special
Servicer, the Operating Advisor, the Trustee or the Certificate Administrator under this Agreement. The Depositor may, but shall
not




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be obligated to, enforce the obligations
of the Servicer and the Special Servicer (if the Trustee fails to do so), the Trustee and the Certificate Administrator under this
Agreement.


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), each of the Servicer and 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, 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 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; provided, however that
to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed
by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such
approval not to be unreasonably withheld, (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 and (D) 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; and


(v)        
the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee, the Trust, and the Rating Agencies
for any expenses of such assignment, sale or transfer.


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 (and except as otherwise provided in) 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




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of the Servicer or the Special Servicer,
as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee, the Depositor. No resignation by the
Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or a 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. Notwithstanding the previous sentence, each of
the Servicer and the Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances
as described herein. In connection with any such resignation, the successor special servicer shall either (i) prior to the occurrence
and continuance of a Control Event, be appointed by the Directing Certificateholder in accordance with Section 7.1; or (ii)
during the continuance of a Control Event, be appointed by the Trustee and otherwise satisfy the requirements for a successor special
servicer set forth in Section 6.4(a).


(c)        
Neither the Special Servicer nor any of its affiliates shall be appointed as the special servicer of the Mezzanine Loan
or a subservicer of the special servicer of the Mezzanine Loan.


6.5.       
Ethical Wall. (a) The Servicer shall maintain reasonable policies and procedures, taking into account the nature
of its business, to ensure that divisions and individuals of the Servicer making Investment Decisions (such division and individuals,
“Servicer Investment Personnel”) will not use Confidential Information received from the division and individuals
of the Servicer who are involved in the performance of the duties of the Servicer hereunder (such divisions and individuals, “Servicer
Servicing Personnel”) in a manner that violates any applicable law including, but not limited to, any securities laws
and the Servicer Investment Personnel will not provide information regarding its decisions relating to Investments in the Certificates
to Servicer Servicing Personnel. The Servicer represents that policies and procedures restricting the flow of information exist,
and shall be maintained by the Servicer, between Servicer Investment Personnel, on the one hand, and Servicer Servicing Personnel,
on the other, and that such policies and procedures restricting the flow of information operate in both directions so as to include
(a) policies and procedures against the disclosure of Confidential Information from Servicer Servicing Personnel to Servicer
Investment Personnel, except as such disclosure is expressly allowed under this Agreement in such affiliate’s capacity as
a Controlling Class Certificateholder or a Directing Certificateholder or otherwise and (b) policies and procedures restricting
the disclosure of information regarding Servicer Investment Personnel decisions relating to Investments in the Certificates to
Servicer Servicing Personnel. The senior management personnel of the Servicer and/or its Affiliate who have obtained Confidential
Information in the course of their exercise of general managerial responsibilities may not use that information to influence Investment
Decisions with respect to the Certificates; nor may they pass that information to others for use in such activities, to the extent
the use of such Confidential Information violates the securities laws; 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 recommendations. Notwithstanding anything herein to the contrary, the delivery or provision by the Servicer
of information or reports as required by this Agreement shall not constitute a violation or default of this Section 6.5(a).




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(b)       
The Special Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business,
to ensure that divisions and individuals of the Special Servicer making Investment Decisions (such division and individuals, “Special
Servicer Investment Personnel”) will not use Confidential Information received from the division and individuals of the
Special Servicer who are involved in the performance of the duties of the Special Servicer hereunder (such divisions and individuals,
“Special Servicer Servicing Personnel”) in a manner that violates any applicable law including, but not limited
to, any securities laws and the Special Servicer Investment Personnel will not provide information regarding its decisions relating
to Investments in the Certificates to Special Servicer Servicing Personnel. The Special Servicer represents that policies and procedures
restricting the flow of information exist, and shall be maintained by the Special Servicer, between Special Servicer Investment
Personnel, on the one hand, and Special Servicer Servicing Personnel, on the other, and that such policies and procedures restricting
the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure of
Confidential Information from Special Servicer Servicing Personnel to Special Servicer Investment Personnel, except as such disclosure
is expressly allowed under this Agreement in such affiliate’s capacity as a Controlling Class Certificateholder or a Directing
Certificateholder or otherwise and (b) policies and procedures restricting the disclosure of information regarding Special
Servicer Investment Personnel decisions relating to Investments in the Certificates to Special Servicer Servicing Personnel. The
senior management personnel of the Special Servicer and/or its Affiliate who have obtained Confidential Information in the course
of their exercise of general managerial responsibilities may not use that information to influence Investment Decisions with respect
to the Certificates; nor may they pass that information to others for use in such activities, to the extent the use of such Confidential
Information violates the securities laws; 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 recommendations.
Notwithstanding anything herein to the contrary, the delivery or provision by the Special Servicer of information or reports as
required by this Agreement shall not constitute a violation or default of this Section 6.5(b).


The Servicer and the
Special Servicer shall afford the Depositor, upon reasonable notice, during normal business hours access to all non-confidential,
non-proprietary records, including those in electronic form, documentation, records or any other information regarding the Trust
Loan that are in its possession or control hereunder and access to its officers responsible therefor. The Depositor shall not have
any responsibility or liability for any action or failure to act by the Servicer or the Special Servicer and is not obligated to
supervise the performance of the Servicer and the Special Servicer under this Agreement or otherwise.


6.6.       
Indemnification by the Servicer, the Special Servicer, the Operating Advisor and the Depositor. (a)  Each
of the Servicer, the Special Servicer and the Depositor, as applicable, and, severally and not jointly, shall indemnify and hold
harmless the Trust from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses
and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a
breach by the Servicer, the Special Servicer, the Operating Advisor or the Depositor, as applicable, of its representations and
warranties, as applicable, under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Servicer,
the Special Servicer, the Operating Advisor or the Depositor in the performance of its




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obligations under this Agreement or
its negligent disregard of such obligations under this Agreement.


(b)       
Each of the Servicer and the Special Servicer, severally and not jointly, shall indemnify and hold harmless the Companion
Loan Holders from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, fees and expenses that the Companion Loan Holders may sustain in connection with this Agreement
that arise out of or are based upon the Servicer’s or the Special Servicer’s, as the case may be, willful misconduct,
bad faith or negligence in the performance of its obligations and duties hereunder or by reason of negligent disregard of its obligations
and duties hereunder.


		7.	SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE



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 by 11:00 a.m., New York time, on the Business Day following the day on which such remittance was required to be
made;


(ii)        
any failure of the Servicer to (a) make any Monthly 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) 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) make any Property Protection
Advance required to be made pursuant to this Agreement when the same is due and such failure continues unremedied for ten 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 day on which the Servicer receives notice of such lapse or delinquency thereof
or should have received such notice if it had been acting in accordance with Accepted Servicing Practices;


(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 day 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 the Trustee by




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the Holders of the Certificates
having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates or, with respect to a Companion Loan
affected by such breach, by the related 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 appropriate, will have an additional cure period
of 30 days to effect such cure so long as the Servicer or the Special Servicer, as appropriate, has commenced to cure such failure
within the 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, that,
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, will 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 60 days of such event or the Special Servicer ceases to have a commercial special servicer rating of at
least “CSS3” from Fitch and such rating is not reinstated within 60 days of such event, as the case may be;


(viii)     
KBRA has (i) qualified, downgraded or withdrawn its ratings of one or more Classes of Certificates, or (ii) placed one or
more Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification,
downgrade, withdrawal or “watch status” placement has not been withdrawn by KBRA within sixty (60) days of such event)
and, in the case of either of clauses (i) or (ii), cited




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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), citing servicing concerns with the Servicer
or the Special Servicer, as 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 sixty (60)
days of such event); or


(x)        
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer or
Special Servicer, as applicable, or any primary servicer, Sub-Servicer or Servicing Function Participant (such entity, the “Sub-Servicing
Entity”) retained by the Servicer or Special Servicer, shall fail to deliver the items required to be delivered to such
Other Securitization Trust as required by this Agreement to enable such Other Securitization Trust to comply with its reporting
obligations under the Exchange Act within 5 Business Days of such failure to comply with the requirements set forth in Article
13, including any applicable grace periods (and any Sub-Servicing Entity that defaults in accordance with this Section 7.1(a)(x)
shall be terminated at the direction of the Depositor).


(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. The Certificate Administrator shall,
upon receipt of such notice (or receipt of a notice from the Servicer or the Special Servicer of the occurrence of a Servicer Termination
Event or Special Servicer Termination Event), (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) and (iii) provide notice of the same
to the Companion Loan Holders and (iv) provide notice of same 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.


(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
may, or (ii) upon the written direction of Holders of Principal Balance Certificates having at least 25% of the Voting Rights (taking
into account the application of any Trust Appraisal Reduction Amount




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to notionally reduce the Certificate
Balances of the Principal Balance Certificates) of the Principal Balance Certificates or, if affected thereby, of the applicable
Companion Loan Holders (solely with respect to a Special Servicer Termination Event), 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, 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 Special Servicer Termination
Event under clauses (i), (ii), (iii), (ix) and/or (x) 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 Special Servicer shall not be terminated by the Trustee pursuant to clause (i)
above of this sentence without the written direction of the affected Companion Loan Holders 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 Special Servicer Termination
Event under clause (x) of Section 7.1(a), the related Other Depositor shall be able to require termination of the Special Servicer
pursuant to clause (ii) above of this sentence. In addition, (A) if any Servicer Termination Event on the part of the Servicer
affects a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan Securities, and if the Servicer is not otherwise
terminated or (B) if a Servicer Termination Event on the part of the Servicer affects only a Companion Loan, a Companion Loan Holder
or a rating on any Companion Loan Securities, then the Servicer may not be terminated by or at the direction of the related Companion
Loan Holder or the holder of any Companion Loan Securities, but upon the written direction of the related Companion Loan Holder,
the Servicer will be required to appoint a sub-servicer that will be responsible for servicing the Mortgage Loan. 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 Certificate Administrator and the Certificate Administrator shall post such written
notice thereof on the Certificate Administrator’s Website and provide the same 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), and thereafter, give
written notice to the Depositor, the Companion Loan Holders and the Certificateholders by mail to the addresses set forth in the
Certificate Register. 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.
Prior to the occurrence and continuance of a Control Event, the Directing Certificateholder shall have the right to select the
successor special servicer following any Special Servicer Termination Event.


(d)       
Prior to the occurrence and continuance of a Control Event, and subject to the right of the Operating Advisor to recommend
the termination of the Special Servicer and recommend a Qualified Replacement Special Servicer and the right of the Certificateholders
to approve the replacement of the Special Servicer with such Qualified Replacement Special Servicer pursuant to this Section 7.1(i),
the Directing Certificateholder 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) at any time, with or without cause, and the Directing Certificateholder 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




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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 Trustee shall have received a Rating Agency Confirmation from each Rating Agency prior to the termination
of the Special Servicer. The Special Servicer shall not be terminated pursuant to this paragraph until a successor special servicer
shall have been appointed. The Directing Certificateholder shall pay any costs and expenses incurred by the Trustee or 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)). Notwithstanding anything to the contrary in this Agreement,
no successor special servicer appointed by the Directing Certificateholder (including, without limitation, the initial Special
Servicer) pursuant to Section 6.4, Section 7.1(c) or this Section 7.1(d) or otherwise pursuant to this Agreement
shall be required to meet any independent net worth or similar financial covenant; provided, however, that notwithstanding
the foregoing, any successor special servicer (i) shall satisfy the eligibility requirements applicable to the Special Servicer
contained in this Agreement; (ii) shall not be a Borrower Affiliate or the current special servicer or an affiliate, subservicer
or agent of the current special servicer of the Mezzanine Loan (or be engaged to perform any special servicing duties whatsoever
with regard to the Mezzanine Loan or own any interest in the Mezzanine Loan, including without limitation any securities issued
in connection with any securitization of the Mezzanine Loan); and (iii) shall satisfy any Rating Agency conditions set forth
in the Rating Agency Confirmation delivered by such Rating Agency with respect to such successor special servicer and any other
conditions as set forth in this Agreement.


Notwithstanding the
foregoing, if a Servicer Termination Event occurs and such Servicer Termination Event only has an adverse effect on the Companion
Loan or the rating of a Companion Loan Security and the Servicer is not otherwise terminated, then the Trustee, at the direction
of the Companion Loan Holder or the Depositor (in the case of clause (x) of the definition “Servicer Termination Event”),
will be required to direct the Servicer to (and the Servicer shall) appoint a sub-servicer that will be responsible for servicing
the Mortgage Loan, or if the Mortgage Loan is currently being sub-serviced, then the Trustee will be required to direct the Servicer
to (and the Servicer shall) replace such sub-servicer with a new sub-servicer (but only if such original sub-servicer is in default
(beyond any applicable cure periods) under the related sub-servicing agreement, and the Servicer is permitted to terminate the
sub-servicing agreement due to such default); provided that the Servicer shall be required to obtain a Rating Agency Confirmation
from each Rating Agency (including a Companion Loan Rating Agency Confirmation) with respect to the appointment of such sub-servicer
(at the expense of the Servicer). If any Special Servicer Termination Event occurs and such Special Servicer Termination Event
only has an adverse effect on the Companion Loan or a Companion Loan Security and the Special Servicer is not otherwise terminated,
then the Trustee, at the direction of the Companion Loan Holder, will be required to terminate the Special Servicer. In addition,
in the event that a Special Servicer Termination Event under clause (x) of the definition thereof occurs and the Special Servicer
is not otherwise terminated, the Trustee will be required to terminate the Special Servicer at the direction of the Depositor.


(e)        
After the occurrence and during the continuance of a Control Event, upon the written direction of Holders of Principal Balance
Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Trust Appraisal Reduction
Amounts to notionally reduce the Certificate Balances of the Certificates) of the Principal




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Balance Certificates requesting a vote
to replace the Special Servicer with a new special servicer designated in such written direction (which must be a Qualified Replacement
Special Servicer), the Certificate Administrator shall promptly post such written direction to the Certificate Administrator’s
Website pursuant to Section 8.14(b). Upon (i) delivery by such Holders to the Certificate Administrator of Rating Agency
Confirmation from each Rating Agency with respect to the termination of the Special Servicer and the appointment of a new Special
Servicer (which confirmation shall be obtained at the expense of such holders) and (ii) payment by such Holders to the Certificate
Administrator of the reasonable fees and expenses (including any legal fees and expenses and each Rating Agency’s fees and
expenses) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses will
not be additional Trust Fund Expenses), the Certificate Administrator shall promptly post written notice of a request for such
a vote to the Certificate Administrator’s Website pursuant to Section 8.14(b), provide written notice to all
Certificateholders of such request by mail, and shall conduct the solicitation of votes of all Certificates. Such votes will be
effective only if received by the Certificate Administrator within 180 days of the posting of such notice on the Certificate Administrator’s
Website. Any votes not received within such 180-day period shall be of no force and effect. If Holders of Principal Balance Certificates
evidencing at least 66-2/3% of a Certificateholder Quorum vote in favor of replacing the Special Servicer within such 180-day period,
the Certificate Administrator shall notify the Trustee and the Trustee shall terminate all of the rights (subject to such terminated
Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set
forth in this Agreement which survive termination) and obligations of the Special Servicer under this Agreement and appoint the
successor Special Servicer designated by such Certificateholders; provided, further, however, such successor Special Servicer shall
(i) satisfy the eligibility requirements applicable to the Special Servicer contained in this Agreement; and (ii) not also
be a Borrower Affiliate, the current special servicer or an affiliate, subservicer or agent of the current special servicer of
a Mezzanine Loan (or be engaged to perform any special servicing duties whatsoever with regard to the Mezzanine Loan or own any
interest in the Mezzanine Loan, including without limitation any securities issued in connection with any securitization of the
Mezzanine Loan). 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. 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 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 e-mail notifications when such notices are posted thereon.


(f)        
[Reserved].


(g)       
In the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee shall
notify the outgoing Servicer or Special Servicer, as the case may be, of the effective date of its termination, and the Trustee
(the “Terminating Party”) shall, by notice in writing to the Servicer or Special Servicer, as the case may be
(the “Terminated




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Party”) (with a copy to the Certificate
Administrator, and the 17g-5 Information Provider (who shall post it to its website)), 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, to the Excess Servicing Fee Right, and to 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 7.1 (absent the appointment of a
successor, and such successor’s assumption of obligations hereunder) 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 servicing
rights with respect to 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(g), 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 requested by the Terminating Party 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(g),
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 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 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 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 expenses set forth in this Section 7.1(g)
within ninety (90)




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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 this Section 7.1, all costs and expenses incurred or payable by the
terminated Special Servicer under this Section 7.1 shall be paid by the Trust Fund, except that such costs shall be
paid by the Directing Certificateholder, if the Special Servicer is terminated under Section 7.1(d) and shall be paid by the Certificateholders
who initiated the vote to replace the Special Servicer pursuant to Section 7.1(e) if the Special Servicer is terminated under Section
7.1(e), as applicable.


(h)       
If at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer
is not performing its duties as required hereunder or is otherwise not acting in accordance with Accepted Servicing Practices,
and (ii) the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole,
then the Operating Advisor shall have the right to recommend the replacement of the Special Servicer. In such event, the Operating
Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written report in
the form of Exhibit BB attached hereto (which form may be modified or supplemented from time to time to cure any ambiguity or error
or to incorporate any additional information, subject to compliance of such form with the terms and provisions of this Agreement;
provided, further, that in no event shall the information or any other content included in such written report contravene any provision
of this Agreement) detailing the reasons supporting its recommendation (along with relevant information justifying its recommendation)
and recommending a suggested replacement special servicer (which shall be a Qualified Replacement Special Servicer). In such event,
the Certificate Administrator shall promptly notify each Certificateholder of the recommendation and post such notice and report
on the Certificate Administrator’s Website in accordance with Section 8.14(b), and concurrently by mail conduct the solicitation
of votes of all Certificates in such regard. Upon (i) the affirmative vote of Holders of Principal Balance Certificates evidencing
at least a majority of a quorum of Certificateholders (which, for this purpose, is the Holders of Certificates that (A) evidence
at least 20% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce
the respective Certificate Balances) of all Principal Balance Certificates on an aggregate basis, and (B) consist of at least three
Certificateholders that are not Risk Retention Affiliates) and (ii) receipt of Rating Agency Confirmation from each Rating Agency
with respect to the termination of the Special Servicer and the appointment of a successor special servicer recommended by the
Operating Advisor following satisfaction of the foregoing clause (i), the Trustee shall (1) terminate all of the rights and obligations
of the Special Servicer under this Agreement and appoint such successor Special Servicer and (2) promptly notify such outgoing
Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable
legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering such vote
and the Operating Advisor’s identification of a Qualified Replacement Special Servicer shall be an additional expense of
the Trust. In the event that the Certificate Administrator does not receive the affirmative vote of at least a majority of the
quorum described in clause (i) of the preceding sentence within 180 days of after the notice is posted to the Certificate Administrator’s
Website, then the Trustee shall have no obligation to remove the Special Servicer. Prior to the appointment of any replacement
special servicer, such replacement special servicer shall have agreed to succeed to the obligations




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of the Special Servicer under this Agreement
and to act as the Special Servicer’s successor hereunder. In the event the Special Servicer is terminated pursuant to this
Section 7.1, the Directing Certificateholder may not subsequently reappoint such terminated Special Servicer or any Risk Retention
Affiliate thereof. For the sake of clarity, the recommendation of replacement of the Special Servicer by the Operating Advisor
and the approval of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude the Directing Certificateholder
from appointing a replacement special servicer, provided that such replacement may not be the removed Special Servicer or its Affiliate.


(i)         
Neither the Operating Advisor nor its Affiliates may be appointed as a successor Servicer or Special Servicer.


7.2.       
Trustee to Act; Appointment of Successor. (a) On and after the time the Servicer or 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 of 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 Trustee under this Agreement. 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 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. 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 after the occurrence and during the continuance of a Control Event, if the Holders of Principal Balance
Certificates having greater than 25% of the aggregate Voting




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Rights (taking into account the application
of the Trust Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of all then outstanding
Principal Balance 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 a Rating Agency Confirmation with respect to the succession of the Trustee as Servicer or Special Servicer, as the case
may be, promptly appoint, or petition a court of competent jurisdiction to appoint, any established Mortgage 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 Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties
or liabilities of the Servicer or 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. Any appointment or succession
by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to the Directing Certificateholder’s
right to replace the Special Servicer prior to the occurrence and continuance of a Control Event. In connection with such 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, that 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.


(b)       
Notwithstanding Section 7.1(c) of this Agreement, if a Servicer receives a notice of termination solely due
to a Servicer Termination Event under Section 7.1(a)(vii) or (viii) 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 master service the Mortgage Loan from at least three (3) Persons qualified to act as successor Servicer hereunder in accordance
with Section 6.4 and Section 7.2 for which the Trustee has received Rating Agency Confirmation (any such
Person so qualified, a “Qualified Bidder”) or, if three (3) 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 (3) or no Qualified Bidders submit bids for the right to master service the
Mortgage Loan under this Agreement. 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




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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 excess of the Servicing Fee Rate over the Excess 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 successor Servicer hereunder. The Trustee shall
direct the Successful Bidder to 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, 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).


If the Trustee or
an Affiliate acts pursuant to this Section 7.2 as successor to the resigning or terminated Servicer, it may reduce
such terminated Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation as successor
Servicer would otherwise be below market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning
or terminated Servicer other than itself or an Affiliate pursuant to this Section 7.2, it may reduce such Servicer’s
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.


7.3.       
[Reserved].


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 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 Principal Balance
Certificates evidencing not less than 66 2/3% of the aggregate Voting Rights of all then outstanding Principal Balance Certificates
may,




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on behalf of all Certificateholders
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 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 of 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 Servicer shall notify the Trustee of its failure to make such Advances as promptly as possible, but in the case of
any Monthly Payment Advances no later than 3:00 p.m. (New York time) on the related Remittance Date, and the Certificate Administrator
shall notify the Trustee of the Servicer’s failure to make any Advances as promptly as possible, but in the case of any Monthly
Payment Advances no later than 6:00 p.m. (New York time) on the related Remittance Date. The Trustee shall, subject to its own
determination of recoverability (made in the same manner as required of the Servicer pursuant to the terms of this Agreement),
perform such obligations (w) within five Business Days (or such shorter period (but not less than one (1) 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 Properties (or any Property) or to avoid any foreclosure or similar action with respect to the Properties (or
any 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 or the Special 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 Payment Advances provided that the Trustee has received notice from the Servicer or the Certificate Administrator by 6:00
p.m. (New York time) on the Remittance Date of the failure of the Servicer to make a required Monthly Payment Advance. 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 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, that if Advances made by the Trustee and/or 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 with respect to a Nonrecoverable Advance
hereunder. The Trustee shall notify the master servicer and trustee with respect to each Other Securitization Trust of the amount
of any Monthly Payment Advance made by it pursuant to this Section 7.6 within two (2) Business Days of making such advance.




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		8.	THE TRUSTEE AND THE CERTIFICATE aDMINISTRATOR



8.1.       
Duties of the Trustee and the Certificate Administrator. (a)  Each of the Trustee and the Certificate Administrator,
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 that may have occurred, undertakes with
respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. Neither
the Depositor nor the Servicer nor 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 Special Servicer Termination
Event 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
their 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 or the Certificate Administrator set forth in this Agreement shall not be construed
as a duty. 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 (or, if a Companion Loan Holder
is an Other Securitization Trust, the related Other Depositor and any other party to any Other Pooling and Servicing Agreement),
subject to the terms of the Mortgage Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement; 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
or 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 to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement
in a material manner, the Trustee and the Certificate Administrator shall 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 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, as applicable, from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be
imposed by reason of its negligence, willful misconduct or bad faith; provided, however, that:


(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 may conclusively rely, as to the truth of the statements and the




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correctness of the opinions expressed
therein, upon any certificates, resolutions, certificates, statements, opinions, reports, documents, orders, opinions or other
instruments 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 a Mortgage Loan Event of Default
or any failure by the Servicer or the Special Servicer to comply with any of their respective obligations 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; and


(v)        
neither the Trustee nor the Certificate Administrator 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 and for which it would not be indemnified for pursuant to this Agreement.


(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




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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.


(e)        
The Servicer, the Special Servicer, the Operating Advisor or the Trustee may at any time request from the Certificate Administrator
written confirmation of whether a Control Event, Consultation Termination Event or Operating Advisor Consultation Event occurred
during the previous calendar year and the Certificate Administrator shall deliver such confirmation, based on information in its
possession, to the requesting party within 15 days of such request.


8.2.       
Certain Matters Affecting the Trustee and the Certificate Administrator. (a)  Except as otherwise provided
in Section 8.1, Section 8.5(c) or Section 8.13:


(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, direction of the Depositor, 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 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;


(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 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 or the Certificate Administrator of the obligation, upon
the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, that a Responsible Officer
of the Trustee or the Certificate Administrator, as the case may be, has actual knowledge of (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;




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(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 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, that if the payment within
a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely to be incurred by
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 the Certificate Administrator
and the Trustee shall not be relieved of any of its duties or obligations by virtue of the appointment of any agents or attorneys;


(vii)        
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, provided, however, this clause (vii) shall not relieve the Trustee or the Certificate Administrator (solely
in their respective commercial capacities and not in their respective capacities hereunder) of any liabilities with respect to
investments issued by such entity, as applicable, in their respective commercial capacities;


(viii)      
neither the Trustee nor the Certificate Administrator hereunder shall be personally liable hereunder solely by reason of
any act or failure to act of any predecessor or successor Trustee or Certificate Administrator hereunder;




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(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)        
in no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God;


(xi)        
other than in the case of actual fraud (as determined by a non-appealable final court order), neither the Trustee nor the
Certificate Administrator shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood
of such loss or damage and regardless of the form of action;


(xii)        
nothing herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with
respect to their rights and protections relative to the Trust; and


(xiii)        
nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law.


Except as otherwise
specifically provided herein, each of the Trustee and the Certificate Administrator shall be entitled to all of the same rights,
protections, immunities and indemnities afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity
for which it serves hereunder (including, without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider,
paying agent and Authenticating Agent).


(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 laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including those relating to the funding of terrorist activities and money laundering (“Applicable Banking
Law”), the Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain
information relating to individuals and entities that maintain a business relationship with the Certificate Administrator or the
Trustee. Accordingly, each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective
request from time to time, such identifying information and documentation as may be available for such party in order to enable
the Certificate Administrator and the Trustee to comply with Applicable Banking Law.




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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 Certificate Administrator make no representation as to the
validity or sufficiency of this Agreement (other than its execution of this Agreement), the Certificates, the Trust Loan, the
Companion Loans or of the Mortgage Loan or related documents except as expressly set forth herein. 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, validity or enforceability of any of the Mortgages or the Mortgage Loan, or the perfection and priority
of any of the Mortgages or the maintenance of any such perfection and priority, or for or with respect to the efficacy of the
Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including, without
limitation, the existence, condition and ownership of any Property; the existence and enforceability of any hazard insurance thereon;
the validity of the assignment of the Trust Loan to the Trust; the performance or enforcement of the Trust Loan (other than with
respect to the Servicer or Special Servicer, if the Trustee shall assume the duties of the Servicer and/or Special Servicer, respectively,
pursuant to Section 7.2 and then only to the extent of the obligations of the Servicer or Special Servicer, as applicable,
hereunder); the compliance by the Depositor, the Borrowers, 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 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, that
the foregoing shall not relieve the Trustee or the Certificate Administrator, as applicable, of its obligation to perform its
duties under this Agreement. Except with respect to a claim based on either the Trustee’s or the Certificate Administrator’s
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 Mortgages, the Properties or the Trust Loan or assignment thereof against the Trustee or the Certificate Administrator, as
applicable, in its respective individual capacity, and neither the Trustee nor the Certificate Administrator shall 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 Fund or any indemnitor who shall 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




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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 Servicer or the Special Servicer, as applicable, in respect of the Mortgage Loan deposited into or withdrawn from the
Collection Account or any account maintained by or on behalf of the Servicer or the Special Servicer (except to the extent that
any such account is held by the Trustee or the Certificate Administrator in its commercial capacity), or for investment of such
amounts (other than, and to the extent of, investments made with the Trustee or the Certificate Administrator, as applicable, in
its commercial capacity).


Neither the Trustee
nor the Certificate Administrator, by reason of the action or inaction of a Responsible Officer or officers of the Trustee or the
Certificate Administrator, as applicable, nor any of their respective directors, officers, members, managers, partners, employees,
Affiliates or agents shall have any liability to the Trust, 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, or for errors in judgment; provided,
however, that this provision shall not protect the Trustee, the Certificate Administrator (including in its capacity as
Certificate Registrar, Authenticating Agent, Custodian, paying agent or 17g-5 Information Provider) or any such Person against
any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence of the Trustee, the Certificate
Administrator (including in its capacity as Certificate Registrar, Authenticating Agent, Custodian, paying agent or 17g-5 Information
Provider) or any such Person, as applicable or by reason of negligent disregard of the Trustee, the Certificate Administrator or
any such Person, as applicable, of its obligations and duties hereunder. The Trustee, the Certificate Administrator in each of
its capacities under this Agreement and any of their respective directors, officers, members, managers, partners, employees, agents,
Affiliates or Controlling Persons shall be indemnified by the Trust pursuant to Section 3.4(c) out of amounts on deposit
in the Collection Account, and held harmless against any loss, liability, claim, demand or expense (including reasonable legal
fees, costs of enforcing this indemnity and expenses) incurred in connection with any legal action or other claims, losses, penalties,
fines, foreclosures, judgments or liabilities relating to 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, that 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 willful misconduct, bad faith or negligence of
the Trustee, the Certificate Administrator (including in its capacity as Certificate Registrar, Authenticating Agent, Custodian,
paying agent or 17g-5 Information Provider) or any such Person or by reason of negligent disregard of the Trustee, the Certificate
Administrator (including in its capacity as Certificate Registrar, Authenticating Agent, Custodian, paying agent or 17g-5 Information
Provider) or any such Person, as applicable, of its obligations and duties hereunder. The indemnification provided hereunder shall
survive the resignation or removal of the Trustee or the Certificate Administrator and the termination of this Agreement. Notwithstanding
anything herein to the contrary, the Trustee shall be responsible for its acts or failure to act as the Servicer and/or the Special
Servicer (in accordance with Accepted Servicing Practices) during the time and to the extent the Trustee is serving as Servicer
or Special Servicer, as applicable, to the same extent that the Servicer or Special Servicer would be liable for the Servicer’s
or Special Servicer’s, as applicable, acts or failure to act under the terms of this Agreement.




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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. (a) The Trustee and the Certificate Administrator
shall be entitled to the Certificate Administrator Fee (including that portion of the Certificate Administrator Fee that represents
the Trustee Fee, which is payable to the Trustee), payable pursuant to Section 3.4(c). The Certificate Administrator
shall pay to the Trustee monthly the Trustee Fee from the Certificate Administrator Fee. The 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. No Certificate Administrator Fee shall be payable
with respect to any Companion Loan. 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, willful
misconduct or bad faith or which is expressly the responsibility of a Certificateholder or 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, that neither the Trustee nor the Certificate Administrator shall refuse to perform any of their obligations hereunder
solely as a result of the failure to be paid any fees and expenses so long as payment of such fees and expenses are reasonably
assured to it. 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.


(b)       
Each of the Depositor, the Servicer and the Special Servicer (each, for purposes of this Section 8.5(b) only,
an “Indemnifying Party”) shall (severally and not jointly) indemnify the Trustee (both in its capacity as Trustee
and individually) and the Certificate Administrator (in each of its capacities as Certificate Administrator, Custodian, Certificate
Registrar, Authenticating Agent, paying agent and 17g-5 Information Provider) and each of their Affiliates and each of the directors,
officers, employees and agents of the Trustee and the Certificate Administrator and each of their Affiliates (each, for purposes
of this Section 8.5(b) only, an “Indemnified Party”), and hold each of them harmless against any
and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that the Indemnified Party may sustain in connection with this




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Agreement (including, without limitation,
costs, reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding (including any
enforcement action) between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party
or otherwise) resulting from each such Indemnifying Party’s respective willful misconduct, bad faith, fraud or negligence
in the performance of each of its respective duties hereunder or by reason of negligent disregard of its respective obligations
and duties hereunder (including in the case of the Servicer, any agent of the Servicer or sub-servicer).


(c)        
Each of the Certificate Administrator (including in its capacities as Custodian, Certificate Registrar, Authenticating Agent,
paying agent and 17g-5 Information Provider) and the Trustee (in each case with respect to itself only, for purposes of this
Section 8.5(c) only, an “Indemnifying Party”) shall (severally and not jointly) indemnify the Depositor,
the Servicer and the Special Servicer and their respective Affiliates and each of the directors, officers, employees and agents
of the Servicer and the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.5(c)
only, an “Indemnified Party”), and hold each of them harmless against any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified
Party may sustain in connection with this Agreement (including, without limitation costs, reasonable fees and disbursements of
counsel incurred by the Indemnified Party in any action or proceeding (including any enforcement action) between the Indemnifying
Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting from the applicable
Indemnifying Party’s willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or by
reason of negligent disregard of its obligations and duties 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 corporation, association or trust company organized
and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers and to accept the trust conferred under this Agreement, which has, a combined capital and surplus of at least $50,000,000
and a rating on its unsecured long term debt of at least “A-” by Fitch and its equivalent by KBRA, if then rated by
KBRA (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), provided that if the Trustee or the Certificate
Administrator’s, as applicable, unsecured short term debt is rated at least “A-1” by Fitch. 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 8.6 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




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Certificate Administrator shall cease
to be eligible in accordance with the provisions of this Section 8.6, the Trustee or the Certificate Administrator,
as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.


(b)       
The Certificate Administrator 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 Certificate Administrator’s
directors, officers and employees in connection with its activities under this Agreement; provided that if the Certificate
Administrator is not rated at least “A” or its equivalent by Fitch or its equivalent by KBRA, such applicable error
and omissions insurance policy must be rated at least “A” Fitch and “A” or its equivalent by KBRA (if then
rated by KBRA). Such insurance policy shall protect the Certificate Administrator against losses, forgery, theft, embezzlement,
fraud, 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 Certificate Administrator. In the event that any such bond
or policy ceases to be in effect, the Certificate Administrator shall obtain a comparable replacement bond or policy. In lieu of
the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks so long as the Certificate
Administrator is rated at least “A” by Fitch and “A” or its equivalent by KBRA (if then rated by KBRA).


(c)        
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 directors, officers
and employees in connection with its activities under this Agreement; provided that if the Trustee is not rated at least
“A” by Fitch or its equivalent by KBRA (or its equivalent if not then rated by KBRA), such applicable error and omissions
insurance policy must be rated at least “A” by Fitch and its equivalent by KBRA (if then rated by KBRA). Such insurance
policy shall protect the Trustee against losses, forgery, theft, embezzlement, fraud, 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. In the event that any such bond or policy ceases to be in effect, the Trustee shall obtain a comparable
replacement bond or policy. In lieu of the foregoing, the Trustee shall be entitled to self-insure with respect to such risks so
long as the Trustee is rated at least “A” by Fitch and “A” or its equivalent by KBRA (if then rated by
KBRA).


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 by (i) giving written notice of resignation
to the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Operating Advisor the Certificate Administrator,
the Certificate Registrar (if other than the Certificate Administrator), the Companion Loan Holders, the Trustee 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 after such posting by the 17g-5 Information Provider, to the Rating Agencies, 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) acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in




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accordance with Section 8.8
meeting the qualifications set forth in Section 8.6. Upon such notice of resignation, the Depositor shall promptly
appoint a successor Trustee or Certificate Administrator, as applicable, and a Rating Agency Confirmation is provided with respect
to such appointment, which Rating Agency Confirmation shall be delivered to the resigning Trustee or Certificate Administrator,
and 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 appointment of a successor
Trustee or Certificate Administrator, as applicable and any expenses associated with such petition will be an expense of the Trust.


Upon the resignation,
assignment, merger, consolidation, or transfer of the Trustee or the Certificate Administrator or its respective business to a
successor, or upon the termination of the Trustee or the Certificate Administrator, (a) the outgoing Trustee or Certificate Administrator
shall cooperate with any successor, as requested (i) to endorse the original executed Notes for the Trust Loan (to the extent that
the original executed Notes for the Trust Loan were endorsed to the outgoing Trustee or Certificate Administrator or), without
recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered holders
of J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN
or in blank, and (ii) in the case of the other assignable Mortgage Loan Documents (to the extent such other Mortgage Loan Documents
were assigned to the outgoing Trustee or Certificate Administrator), to assign such Mortgage Loan Documents to such successor,
and such successor shall review the documents delivered to it with respect to the Trust Loan, and certify in writing that, as to
the Trust Loan then subject to this Agreement, such endorsement and assignment has been made, and record such assignment (if applicable);
(b) if any original executed Notes for the Trust Loan were not endorsed to the outgoing Trustee, the Certificate Administrator
(in its capacity as Custodian) shall, upon its receipt of a request for release in the form of Exhibit B hereto, deliver
such Notes to the Depositor or the successor Trustee, as requested, and the Servicer and the Depositor shall cooperate with any
successor Trustee to ensure that such Notes are endorsed (without recourse, representation or warranty, express or implied) to
the order of the successor, as trustee for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN,
Commercial Mortgage Pass-Through Certificates, Series 2020-NNN a or in blank; (c) if any other assignable Mortgage Loan Document
was not assigned to the outgoing Trustee, the Certificate Administrator shall, upon its receipt of a request for release, deliver
such Mortgage Loan Document to the Depositor or the successor Trustee, as requested, and the Servicer and the Depositor shall cooperate
with any successor Trustee to ensure that such Mortgage Loan Document is assigned to such successor Trustee; and (d) in any case,
such successor Trustee shall review the documents delivered to it or to the Certificate Administrator with respect to the Trust
Loan, and certify in writing that, as to the Trust Loan then subject to this Agreement, such endorsements and assignments have
been made, and record such assignment documents (if applicable) or, in the event such endorsement or assignment cannot be made
for any reason, to note the same in such certification. The resigning or terminated Trustee or Certificate Administrator, as the
case may be, shall reimburse the Trust for any expenses of such endorsement, assignment and recording.




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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 shall materially default 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, as applicable, or of either of their property shall be
appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator, as applicable, or of
its property or affairs for the purpose of rehabilitation, conservation or liquidation then, in any such case, (1) 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 to the successor Trustee
or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at
least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for
the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator,
as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or
Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by
the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee
or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded
by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within
one (1) year from the date of appointment by such court. 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
upon 30 days’ notice to the Trustee or Certificate Administrator, as applicable, 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 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 Companion Loan Holders, 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) have been paid to the Trustee or Certificate Administrator,
as applicable, in full.


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.




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If the Certificate
Administrator is terminated pursuant to this Section 8.7, all of its rights and obligations under this Agreement and in and to
the Trust Loan shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or
removal (including the right to receive all fees, indemnities, expenses and other amounts accrued or owing to it under this Agreement
with respect to periods prior to the date of such termination or removal).


In the event of any
resignation or removal of the Trustee or the Certificate Administrator (in any of its capacities) under this Agreement (other than
a resignation of the Trustee that is required solely due to a change in law or a conflict of interest arising after the Closing
Date that is not waived by all of the parties in conflict or is unwaivable), such resignation or removal shall be effective with
respect to each of such party’s other capacities hereunder (including, without limitation, such party’s capacities
as Trustee, Custodian, Certificate Administrator, Certificate Registrar and 17g-5 Information Provider, as the case may be).


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 Section 2.3
and Section 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 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 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.


No successor Trustee
or Certificate Administrator shall accept appointment as provided in this Section 8.8 unless at the time of such acceptance
such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6 and a Rating
Agency Confirmation is received with respect to its appointment (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 8.8, the successor Trustee
or Certificate Administrator shall mail notice of the succession of such Trustee or Certificate Administrator hereunder to all
Holders of Certificates at their addresses as shown in the Certificate Register, the Depositor, the Servicer, the Special Servicer,
the Borrowers, the Initial Purchasers and the Companion Loan Holders.




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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, 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 Properties 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 to act as separate trustee or separate trustees or co-trustees, acting jointly
with the Trustee, of all or any part of such 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 Fund pursuant to Section 3.4(c).


(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 Properties 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 and Certificate Administrator shall extend to
and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10,
and to the Trustee and Certificate Administrator in each capacity that it may assume hereunder, including, without




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limitation, its capacity as Certificate
Administrator, Certificate Registrar, Authenticating Agent, Custodian, paying agent 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,
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 must meet the eligibility requirements set forth
in Section 8.6.


8.11.     
Appointment of Authenticating Agent and the Custodian. (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




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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 8.11 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 8.11, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section 8.11. 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, provided such
Person shall be otherwise eligible under this Section 8.11, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


(c)        
An Authenticating Agent may resign at any time by giving at least 30 days’ advance written notice thereof to the Certificate
Administrator, the Servicer or Special Servicer, as applicable, and the Depositor. 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 Depositor. 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 8.11,
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 8.11.


(d)       
The Certificate Administrator is hereby appointed as the initial Custodian. Any successor Certificate Administrator appointed
pursuant to Section 8.7 and Section 8.8 shall be deemed to be appointed as the successor Custodian upon the effectiveness of its
appointment as the successor Certificate Administrator.


8.12.      
Indemnification by Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator, as applicable,
severally and not jointly, shall indemnify and hold harmless the Trust from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust that
arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator (including in its capacity as
17g-5 Information Provider), as applicable, of its representations and warranties, as applicable, under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Trustee or the Certificate Administrator (including in its capacities as Custodian,
Certificate Registrar, Authenticating Agent, paying agent and 17g-




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5 Information Provider), as applicable,
in the performance of its obligations or its negligent disregard of such obligations under this Agreement.


The Certificate Administrator
shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that arise
out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, of
its obligations under this Agreement or (ii)  negligence, bad faith or willful misconduct on the part of the Certificate Administrator,
in its capacity as 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations
and duties under 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 Borrowers of the Mortgage Loan or any portion thereof,
the Certificate Administrator shall report the amount of such prepayment or payment to the Depository based on information received
from the Servicer or the Special Servicer in reliance on notices received from the Borrowers. In the event of any inconsistencies
in payments or prepayments made by the Borrowers with the previously delivered notices by the Borrowers, all costs and expenses
incurred as a result of a failure by the Borrowers to make any such payments or prepayment, shall be paid by the Borrowers 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 Borrowers 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. Neither the Certificate Administrator,
the Servicer nor 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 to any Privileged Person (which for
this purpose excludes a Privileged Person who provides the Certificate Administrator with an Investor Certification substantially
in the form of Exhibit K-2 hereto) and to the Office of the Comptroller of the Currency, the FDIC and any other banking
or insurance regulatory authority that may exercise authority over any Certificateholder, access to any documentation regarding
the Trust Loan or the assets of the Trust Fund that are in its possession or within its control, including without limitation:


(i)           
the Mortgage Loan files, 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;


(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 Certificate Administrator for each Property, and




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(iii)        
all notices and reports delivered to the Certificate Administrator with respect to any Property as to which environmental
testing revealed any failure of such Property to comply with any applicable law, including any environmental law, or which revealed
an environmental condition present at such 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 Certificate Administrator
will provide copies of the items described in this Section 8.14(a) to the extent in its possession to, and upon reasonable
written request of, the Certificateholders (other than a Certificateholder or Beneficial Owner that is a Privileged Person who
provides the Certificate Administrator with an Investor Certification in the form of Exhibit K-2 hereto). The Certificate
Administrator 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 Certificate Administrator, 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 will otherwise keep the information confidential. Certificateholders, by the
acceptance of their Certificates, will be deemed to have agreed to keep this information confidential.


(b)       
The Certificate Administrator, to the extent prepared or received by it, shall make available to Privileged Persons (which
for this purpose excludes a Privileged Person who provided the Certificate Administrator with an Investor Certification in the
form of Exhibit K-2 hereto), 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 trustadminstrationgroup@wellsfargo.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;


(C)         
the Trust Loan Purchase Agreement and any amendments and exhibits to the Trust Loan Purchase Agreement; and


(D)        
the CREFC® loan setup file prepared by the Servicer and delivered to the Certificate Administrator;


(ii)           
The following “periodic reports”:




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(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 the CREFC® Appraisal Reduction Template; and


(C)         
any annual reports prepared by the Operating Advisor;


(iii)        
The following “additional documents”:


(A)        
summaries of Final Asset Status Reports 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);


(iv)        
The following “special notices”:


(A)        
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);


(B)         
any notice of termination of the Servicer or the Special Servicer or the Operating Advisor delivered to the Certificate
Administrator pursuant to Section 7.1(c);


(C)         
any notice of a Servicer Termination Event or Special Servicer Termination Event or Operating Advisor Termination Event
delivered to the Certificate Administrator pursuant to Section 7.1(b);


(D)        
any request by the Certificateholders representing at least 25% of the Voting Rights of all the then-outstanding Principal
Balance Certificates to terminate the Special Servicer pursuant to Section 7.1(e) or the Operating Advisor pursuant
to Section 3.32(j);


(E)         
any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the
related report prepared by the Operating Advisor in connection with such recommendation;


(F)       
any notice of resignation of the Trustee or Certificate Administrator or the Operating Advisor and any notice of the acceptance
of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7 or the successor
Operating Advisor pursuant to Section 3.32;




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(G)        
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);


(H)        
any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


(I)        
any amendment to this Agreement pursuant to Section 12.1(c);


(J)        
any assessment of compliance with servicing criteria and related Officer’s Certificates delivered to the Certificate
Administrator under Section 14.7;


(K)        
any attestation reports related to assessments of compliance with servicing criteria delivered to the Certificate Administrator
pursuant to Section 14.9;


(L)         
notice of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates (taking
into account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balance of the Certificates)
to terminate and replace the Special Servicer;


(M)       
notice of the occurrence or cessation of a Control Event, or the occurrence of a Consultation Termination Event or an Operating
Advisor Consultation Event;


(N)        
any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment
of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate or the special servicer of
the Mezzanine Loan or is otherwise required to resign as special Servicer under the terms of this Agreement;


(O)        
any notice or documents provided to the Certificate Administrator by the Depositor or the Servicer directing the Certificate
Administrator to post to the “Special Notices” tab; and


(P)       
any notice provided by the Servicer to the Certificate Administrator that the Floating Rate Loan has been converted to a
loan with an interest rate based on the Alternate Rate Index, as applicable, or converted back to a loan based on the LIBOR Rate
Index;


(v)          
The “Investor Registry” (solely to the Certificateholders and Beneficial Owners);




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(vi)        
Any notice or documents provide to the Certificate Administrator by the Depositor or the Servicer directing the Certificate
Administrator to post such notice or documents to the “Special Notices” tab;


(vii)        
the “Investor Q&A Forum” pursuant to Section 4.5(a); and


(viii)      
“U.S. Risk Retention Special Notices” tab subject to Section 3.31(b), the following “U.S. Risk Retention
Special Notices” to the extent delivered by the Retaining Sponsor, if any, shall be posted to the “Investor Notices”
tab on the Certificate Administrator’s Website:


(A)        
the fair value of the Class HRR Certificates as of the Closing Date and the fair value of the “eligible horizontal
residual interest” (as such term is defined in the Credit Risk Retention Rules) that the Retaining Sponsor would have been
required to retain under the Credit Risk Retention Rules;


(B)         
any material differences between (a) the valuation methodology or any of the key inputs and assumptions that were used in
calculating the fair value or range of fair values disclosed in this Offering Circular under the heading “Credit Risk Retention”
prior to the pricing of the Certificates and (b) the valuation methodology or the key inputs and assumptions that were used in
calculating the fair values referred to in item (vii)(A) above; and


(C)         
any noncompliance of the applicable Credit Risk Retention Rules by the Third Party Purchaser or a successor third party
purchaser as and to the extent the Retaining Sponsor is required under the 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 Certificate Administrator shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any such information is delivered or posted in error, the Certificate Administrator may remove it from
the Certificate Administrator’s Website. 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. In connection with providing access to the Certificate Administrator’s Website,
the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall
not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representation or warranty
as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information,
other than such information prepared by the Certificate Administrator. Assistance in using the Certificate Administrator’s
Website may be obtained by calling (866) 846-4526. The Certificate Administrator shall provide a mechanism to notify each Person
that has signed-up for access to the Certificate Administrator’s Website in respect of the transaction governed by this Agreement
each time an additional document is posted to the Certificate Administrator’s Website.




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


If the Retaining Sponsor
determines that any of the Retaining Parties no longer complies with certain specified provisions of the Credit Risk Retention
Rules, it may send written notice of such non-compliance to the Certificate Administrator, and if such notice is provided to the
Certificate Administrator then the Certificate Administrator will be required to post such notice on its website under the “U.S.
Risk Retention Special Notices” tab.


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 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “J.P. Morgan Chase Commercial
Mortgage Securities Trust 2020-NNN” 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 under Section 3.10(i);


(ix)        
any environmental reports delivered by the Special Servicer under Section 3.12(e);


(x)        
assessments of compliance with servicing criteria;


(xi)        
attestation reports related to assessments of compliance with servicing criteria;


(xii)        
any annual statements as to compliance and related Officer’s Certificates delivered under Section 14.7;


(xiii)        
any annual independent public accountants’ servicing reports delivered pursuant to Section 14.9;


(xiv)        
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);


(xv)        
any information requested by the Depositor or the Rating Agencies pursuant to Section 3.21(b) (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(b));


(xvi)        
any notice to the Rating Agencies relating to the determination of the Servicer or Special Servicer, as applicable, to take
action without receiving Rating Agency Confirmation as set forth in Section 3.27(a);




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(xvii)      
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.27(a);


(xviii)        
any notice of resignation of the Trustee or Certificate Administrator or the Operating Advisor and any notice of the acceptance
of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7 or the successor
Operating Advisor pursuant to Section 3.27;


(xix)        
any and all Officer’s Certificates and other evidence 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);


(xx)        
any notice of a Servicer Termination Event, Special Servicer Termination Event or Operating Advisor Termination Event delivered
pursuant to Section 7.1(b);


(xxi)        
any summary of oral communications with the Rating Agencies that are delivered to the 17g-5 Information Provider pursuant
to Section 8.14(b); provided that the summary of such oral communications shall not attribute which Rating Agency
the communication was with;


(xxii)        
any amendment to this Agreement pursuant to Section 12.1(c);


(xxiii)      
notice of final payments on the Certificates;


(xxiv)      
copies of any amendments to the Trust Loan Purchase Agreement or the Intercreditor Agreement;


(xxv)      
notice of any amendments to the Trust Loan Purchase Agreement or the Intercreditor Agreement;


(xxvi)      
notice of any material modifications or amendment to the Mortgage Loan Documents;


(xxvii)    
notice of any change to the Manager;


(xxviii)    
any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment
of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate or the special servicer of
the Mezzanine Loan or is otherwise required to resign as special Servicer under the terms of this Agreement;


(xxix)      
the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d); and


(xxx)      
any additional information requested by the Depositor or the Rating Agencies pursuant to the terms of this Agreement.




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The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt provided that such information is received by 2:00 p.m. (eastern time) or, if
received after 2:00 p.m., on the next Business Day by 12:00 p.m. The 17g-5 Information Provider shall have no obligation or duty
to verify, confirm or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction,
or otherwise is or is not anything other than what it purports to be. In the event that any information is delivered or posted
in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website. The Certificate Administrator
and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information
posted to the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator.
Access will be provided by the 17g-5 Information Provider to (i) the NRSROs upon receipt of an NRSRO Certification and (ii) the
Depositor. If a Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the
17g-5 Information Provider on the same Business Day, provided that such request is made prior to 2:00 p.m. (eastern time) on such
Business Day, or, if received after 2:00 p.m. (eastern time), on the following Business Day by 12:00 p.m. Questions regarding delivery
of information to the 17g-5 Information Provider may be directed to www.ctslink.com or 17g5informationprovider@wellsfargo.com.
In the event that any report, statement, document, file or other data to be delivered to the 17g-5 Information Provider under this
Agreement is too large in its electronic form to be delivered via email, such report, statement, document, file or other data may
be uploaded to an alternate location provided by the 17g-5 Information Provider, and the party uploading such report, statement,
document, file or other data shall notify the 17g-5 Information Provider via email that such report, statement, document, file
or other data has been so uploaded and is ready for posting to the 17g-5 Information Provider’s Internet Website.


The 17g-5 Information
Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information
was received and that it has been posted. The 17g-5 Information Provider shall provide a mechanism to promptly notify each NRSRO
that has signed-up for access to the 17g-5 Information Provider’s website in respect of the transaction governed by this
Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically
identify such document in the subject line or otherwise in the body of the email. The 17g-5 Information Provider shall send such
notice to such Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information
Provider’s Website, including a general email address if such general email address has been provided to the 17g-5 Information
Provider in connection with a completed NRSRO Certification in the form of Exhibit M hereto. In connection with providing access
to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, and the 17g-5 Information Provider
may require registration and the acceptance of a disclaimer. The 17g-5 Information Provider shall not be liable for the dissemination
of information in accordance with the terms of this Agreement, makes no representation or warranty as to the accuracy or completeness
of such information being made available, and assumes no responsibility for such information. The 17g-5 Information Provider shall
not be liable for failing to make any information available to the Rating Agencies or NRSROs unless same was delivered to it at
its email address set forth above, with the proper subject heading. Assistance in using the Certificate Administrator’s Website
or the 17g-5 Information Provider can be obtained by calling (866) 846-4526.




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If any of the parties
to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services,
as defined in Rule 17g-10 under the Exchange Act, such party may have provided with respect to the Mortgage Loan (“Due
Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on
the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service
Provider or from another party to this Agreement, promptly upon receipt thereof.


(c)        
Each of the Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any CREFC® Reports and any additional information
relating to the Mortgage Loan, the Properties or the Borrowers, for review by the Depositor, the Initial Purchasers, the Trustee,
each Companion Loan Holder, the Certificate Administrator and any other Persons who deliver an Investor Certification or confidentiality
agreement in accordance with this Section 8.14(c), and the Rating Agencies (only to the extent such additional information
was previously delivered to the 17g-5 Information Provider or is simultaneously delivered to the 17g-5 Information 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, 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, deliver an Investor Certification or enter into a 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, an Investor Certification executed by the requesting
Person indicating that such Person is a Holder of Certificates and will keep such information confidential (except that such Certificateholder
may provide such information (x) to its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating
the purchase of any Certificate or interest therein (provided that such other Person confirms in writing such ownership interest
or prospective ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser
of Certificates or interests therein, an Investor Certification 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 will 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.




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The Special Servicer,
subject to the limitations on delivery of Privileged Information, shall deliver to the Operating Advisor such reports and other
information produced or otherwise available to the Directing Certificateholder or Certificateholders generally, requested by the
Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


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 Special Servicer, as applicable.


The Servicer, the
Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor shall be permitted 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 provides the 17g-5 Information Provider with such written 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).


None of the foregoing
restrictions in this Section 8.14 or otherwise in this Agreement shall prohibit or restrict oral or written communications,
or providing information, between the Servicer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the
other hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Servicer or
the Special Servicer, as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Servicer or the Special Servicer,
as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s
evaluation of the Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided,
that the Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the
Trust Loan to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x)
borrower, property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5
Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms
in writing that it does not intend to use such information in undertaking credit rating surveillance with regard to the Certificates;
provided, however, that the Rating Agencies may use information delivered in reliance on the certification in this clause (z) for
any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement or any other
confidentiality agreement to which such Rating Agency is subject) or comprised of information collected by the applicable Rating
Agency from the 17g-5 Information Provider’s Website other than pursuant to this Section 8.14(c).


In connection with
the delivery by the Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report, notice or document
for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify the Servicer or the




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Special Servicer when such information,
report, notice or document has been posted. The Servicer or the Special Servicer, as applicable, may, but shall not be obligated
to, send such information, report, notice or other document to the applicable Rating Agency so long as such information, report,
notice or document (i) was previously provided to the 17g-5 Information Provider or (ii) is provided by 2:00 p.m. (New York City
time) on any Business Day, simultaneously to the applicable Rating Agency and the 17g-5 Information Provider; provided that if
such information, report, notice or document is provided to the 17g-5 Information Provider after 2:00 p.m. on any Business Day,
the Servicer or Special Servicer may not send such information, report, notice or document to the applicable Rating Agency until
noon on the next Business Day.


Each of the Servicer
and the Special Servicer (each, a “17g-5 Indemnifying Party”) hereby expressly agrees to indemnify and hold
harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates and
controlling persons, and the Trust Fund (each, a “17g-5 Indemnified Party”), from and against any and all
losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable
legal fees and expenses) to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange Act
or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties,
fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon such 17g-5 Indemnifying
Party’s breach of (i) any obligation relating to the provision of information to the Rating Agencies set forth in the first
paragraph of Section 8.14(c) or (ii) any obligation set forth in the third, fourth and fifth paragraphs of Section 8.14(c),
and shall reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified
Party in connection with investigating or defending any such action or claim, as such expenses are incurred.  The foregoing
indemnity obligation shall be in addition to the indemnity obligation of any 17g-5 Indemnifying Party under Section 6.6
and shall not be construed as limiting such 17g-5 Indemnifying Party’s indemnity obligations under Section 6.6.


		9.	CERTAIN MATTERS RELATING TO THE DIRECTING CERTIFICATEHOLDER



9.1.       
Selection and Removal of the Directing Certificateholder. (a)  The Majority Controlling Class Certificateholders
may elect the Directing Certificateholder.


(b)       
The Directing Certificateholder shall be selected by the Majority Controlling Class Certificateholders, as determined by
the Certificate Registrar from time to time. Each Holder of the Certificates of the Controlling Class shall be entitled to vote
in each election of the Directing Certificateholder. Notwithstanding anything to the contrary herein, the (x) Directing Certificateholder
cannot be any Borrower Affiliate or the Manager or any of their servicers or respective agents or Affiliates and (y) for purposes
of determining the Majority Controlling Class Certificateholders and/or appointing the Directing Certificateholder, any Borrower
Affiliate, the Manager or any of their servicers or respective agents or Affiliates shall be deemed not to be a Certificateholder
and shall not be entitled to exercise such right. Notwithstanding anything to the contrary herein, each of the Trustee and the
Certificate Administrator may conclusively rely on any Investor Certification provided to it in connection




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with the foregoing and may require that
Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.


(c)        
The identity of the initial Directing Certificateholder is set forth in the definition of “Directing Certificateholder”.
The Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator, the
Servicer and the Special Servicer of the appointment of any subsequent Directing Certificateholder (in order to receive notices
hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates
of the Controlling Class, shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special
Servicer of the appointment of a Directing Certificateholder (if any) (in order to receive notices hereunder) by such Controlling
Class Certificateholder for so long as such Controlling Class Certificateholder owns the largest aggregate Certificate Balance
of the Controlling Class and shall also state that such Directing Certificateholder is not a Borrower or Borrower Affiliate.


(d)       
The Directing Certificateholder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders,
and a copy of the results of such vote along with new contact information for such Directing Certificateholder shall be delivered
to the Certificate Administrator, the Trustee, the Servicer and the Special Servicer.


(e)        
Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide
its name and address to the Certificate Administrator and the Trustee and to notify the Certificate Administrator and all the parties
hereto of the selection of a Directing Certificateholder or the resignation or removal thereof. Any Certificateholder or its designee
at any time appointed Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to
notify the Certificate Administrator when such Certificateholder or its designee is appointed Directing Certificateholder and when
it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Trustee, the Special Servicer
and the Servicer of the identity (with contact information) of the Directing Certificateholder and any resignation or removal thereof.
In addition, upon the request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide
the name (with contact information) of the then-current Directing Certificateholder and a list of the Certificateholders (or Beneficial
Owners, if applicable, at the expense of the requesting party) of the Controlling Class to such requesting party. In addition,
(i) any Holder owning more than fifty percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed
to have agreed by virtue of its purchase of a Certificate to notify the Trustee and the Certificate Administrator when it no longer
holds the majority of the Controlling Class Certificates (by Certificate Balance), and (ii) each of the Holders of the Controlling
Class Certificates who collectively own more than fifty percent (50%) of the applicable Controlling Class (by Certificate Balance)
is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Trustee and the Certificate Administrator
when it transfers its Controlling Class Certificate (or its beneficial interest in the Controlling Class Certificates) and, as
a result of such transfer, such Holders who collectively appointed the Directing Certificateholder no longer collectively own more
than the applicable percentage of the Controlling Class Certificates (by Certificate Balance) set forth above, provided
in no event with




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respect to either clause (i)
or (ii) shall any Controlling Class Certificateholder have any liability to any Person for the failure to provide any such
notices.


(f)        
Once a Directing Certificateholder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate
Administrator, the Trustee 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 Directing Certificateholder or the selection
of a new Directing Certificateholder.


(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, the Directing Certificateholder.


(h)       
The Directing Certificateholder shall be responsible for its own expenses.


Notwithstanding any
other provision to this Agreement, in the event that there is no Controlling Class or no Directing Certificateholder 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 any such Directing Certificateholder as the case may be until such
time as a Directing Certificateholder 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 Directing Certificateholder, if any,
to the Servicer and the Special Servicer.


9.2.       
Limitation on Liability of Directing Certificateholder; Acknowledgements of the Certificateholders. Neither the Controlling
Class nor the Directing Certificateholder shall have any liability to the Trust, the Certificateholders for any action taken, or
for refraining from the taking of any action, or for errors in judgment.


By its acceptance
of a Certificate, each Certificateholder acknowledges and agrees acknowledges and agrees, that the Directing Certificateholder
and/or the Controlling Class Certificateholders (i) may have special relationships and interests that conflict with those of one
or more Holders of one or more Classes of the Certificates, including owning Classes of Certificates backed by the Companion Loans
or any interest in the Companion Loans or in the Mezzanine Loan, (ii) may act solely in the interests of the Holders of the
Controlling Class, including the Directing Certificateholder, (iii) does not have any duties or liability to the other Certificateholders,
(iv) may take actions that favor the interests of one or more Certificateholders, including the Holders of the Controlling Class
over the interests of other Certificateholders, and (v) shall have no liability whatsoever to the Trust, any other party to this
Agreement, any Certificateholder or any other Person (including any Borrower Affiliate) for having so acted as set forth in clauses
(i) through (iv) above, and no Certificateholder may take any action whatsoever against the Directing Certificateholder,
the Controlling Class




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Certificateholders or any director,
officer, employee, partner, member, shareholder, agent or principal of the Directing Certificateholder or the Controlling Class
Certificateholders, as applicable, as a result of the Directing Certificateholder or the Controlling Class Certificateholders having
so acted.


9.3.       
Rights and Powers of the Directing Certificateholder. (a)  Notwithstanding anything herein to the contrary,
but subject to the next sentence, except as set forth in, and in any event subject to, Section 3.24(d), Section 9.3(b),
Section 9.3(c) and the second (2nd) and third (3rd) paragraphs of this Section 9.3(a), (i) 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
(and a concurrent copy to the Directing Certificateholder), which consent will be deemed given if the Special Servicer does not
object within fifteen (15) Business Days (or 30 days with respect to an Acceptable Insurance Default) (after delivery of a written
recommendation and analysis to the Special Servicer and information reasonably requested by the Special Servicer) unless such actions
are part of an Asset Status Report approved by the Directing Certificateholder under Section 3.10(i) or is otherwise implemented
by the Special Servicer in accordance with the terms of this Agreement and (ii) prior to the occurrence and continuance of
a Control Event, the Special Servicer shall not be permitted to (A) consent to the Servicer’s taking any of the actions constituting
a Major Decision, or (B) itself take any of the actions constituting a Major Decision, but subject to Section 3.10(i) if,
in either case, the Directing Certificateholder has objected to the action in writing within ten (10) Business Days after receipt
of a written report 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) any direct or indirect conflict of interest
in the action (the “Major Decision Reporting Package”) (provided that if such written objection has not
been received by the Special Servicer within such ten (10) Business Day period, then the Directing Certificateholder shall be deemed
to have approved such action). In the event that the Special Servicer or Servicer, as applicable, determines that immediate action,
with respect to a Major Decision, or any other matter requiring consent of the Directing Certificateholder prior to the occurrence
and continuance of a Control Event under this Agreement (or consultation with the Directing Certificateholder after the occurrence
and during the continuance of a Control Event, but prior to the occurrence of a Consultation Termination Event), is necessary to
protect the interests of the Certificateholders, the Special Servicer or Servicer, as the case may be, may take any such action
without waiting for the Directing Certificateholder’s response (or without such consultation) so long as the Servicer or
the Special Servicer, as applicable, has made a reasonable effort to contact the Directing Certificateholder to inform it of such
need. The Special Servicer is not required to obtain the consent of the Directing Certificateholder for any Major Decision upon
the occurrence and during the continuance of a Control Event; provided, however, that after the occurrence and during the
continuance of a Control Event but prior to the occurrence of a Consultation Termination Event, the Special Servicer shall not
be required to obtain the consent of the Directing Certificateholder but shall consult with the Directing Certificateholder in
connection with any Major Decision (and such other matters that are subject to consent, approval, direction or consultation rights
of the Directing Certificateholder hereunder) and to consider alternative actions recommended by the Directing Certificateholder
in respect of such matters. With respect to any action requiring the Directing Certificateholder’s consent, if the Directing
Certificateholder does not respond to a request for its consent within ten (10) Business Days (or such other length of time as
specified in this Agreement with respect to




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any particular action requiring consent),
such consent will be deemed to have been given. In the event that no Directing Certificateholder 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 until such time as the new Directing Certificateholder 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 any such Directing Certificateholder
as the case may be.


In addition, for so
long as no Control Event has occurred and is continuing, but subject to the second sentence of the preceding paragraph, Section
9.3(b), Section 9.3(c) and the immediately following paragraph, the Directing Certificateholder may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to the Trust Loan as the Directing Certificateholder
may reasonably deem advisable.


Notwithstanding anything
to the contrary contained herein, if the Special Servicer or Servicer, as applicable, determines that a refusal to consent by the
Directing Certificateholder or any objection, consultation or direction or advice from the Directing Certificateholder, the Controlling
Class Certificateholders or any other Person would (A) otherwise require or cause the Special Servicer or Servicer, as applicable,
to violate the terms of the Mortgage Loan Documents, the Intercreditor Agreement, the Co-Lender Agreement, applicable law, provisions
of the Code resulting in an Adverse REMIC Event or this Agreement, (including without limitation, actions inconsistent with Accepted
Servicing Practices), (B) expose any Certificateholder, the Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating Advisor or the Trust or their respective Affiliates, officers, directors or agent to any claim, suit or
liability, (C) result in the imposition of a tax upon the Trust (other than a tax on “net income from foreclosure property”)
or loss of REMIC status or (D) materially expand the scope of the Special Servicer’s, the Servicer’s, the Operating
Advisor’s, the Trustee’s or the Certificate Administrator’s responsibilities hereunder, then the Special Servicer
or Servicer, as applicable, shall disregard such refusal to consent, direction or advice and notify the Directing Certificateholder,
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 Directing Certificateholder that does not violate the Mortgage Loan Documents,
the Intercreditor Agreement, the Co-Lender Agreement, this Agreement, any applicable law, provisions of the Code resulting in an
Adverse REMIC Event or 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)       
Notwithstanding anything to the contrary contained herein (i) after the occurrence and during the continuance of a
Control Event, the Directing Certificateholder shall have no right to consent to or direct any action taken or not taken by any
party to this Agreement; (ii) after the occurrence and during the continuance of a Control Event but so long as no Consultation
Termination Event is continuing, the Directing Certificateholder shall remain entitled to receive any notices, reports or information
to which it is entitled pursuant to this Agreement, and the Servicer, Special Servicer and any other applicable party shall consult
with the Directing Certificateholder in connection with any action to be taken or refrained from taking




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to the extent set forth herein; and
(iii) during the continuance of a Consultation Termination Event, the Directing Certificateholder shall have no direction, consultation
or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports or information
required to be delivered to all Certificateholders) or any other rights as Directing Certificateholder, and the Controlling Class
will not be entitled to appoint a Directing Certificateholder; provided that the Directing Certificateholder (if and to
the extent that it is a Certificateholder) and any holder of a Controlling Class Certificate will maintain the right to exercise
its Voting Rights for the same purposes as any other Certificateholder under this Agreement. No Borrower Affiliate may be appointed
as or act as the Directing Certificateholder.


If a Control Event
no longer exists, then the Directing Certificateholder shall regain all the consent and direction rights of the Directing Certificateholder
set forth in this Agreement and the Controlling Class shall regain the right to appoint a Directing Certificateholder.


The Special Servicer
shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously upon providing such Major Decision
Reporting Package to the Directing Certificateholder. With respect to any particular Major Decision and related Major Decision
Reporting Package and any Asset Status Report, the Special Servicer shall make available to the Operating Advisor servicing officers
with relevant knowledge regarding the Mortgage Loan and such Major Decision, Major Decision Reporting Package and/or Asset Status
Report in order to address reasonable questions that the Operating Advisor may have relating to, among other things, such Major
Decision and/or Asset Status Report and potential conflicts of interest and compensation with respect to such Major Decision, Major
Decision Reporting Package and/or Asset Status Report. The Special Servicer shall send notice to the Operating Advisor notifying
it of the Directing Certificateholder’s denial, approval or deemed approval of such Major Decision Reporting Package within
ten (10) Business Days of such denial, approval or deemed approval (and such notice may be in the form of a Final Asset Status
Report).


In addition, after
the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall consult with the
Operating Advisor (telephonically or electronically) in connection with any proposed Major Decision for which the Special Servicer
has delivered to the Operating Advisor a Major Decision Reporting Package and consider alternative actions recommended by the Operating
Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In the event that the Special Servicer
receives no response from the Operating Advisor within ten (10) Business Days following the later of (i) its written request (which
initial request shall include a Major Decision Reporting Package) for input on any required consultation and (ii) delivery of all
such additional information reasonably requested by the Operating Advisor related to the subject matter of such consultation, the
Special Servicer shall not be obligated to consult with the Operating Advisor on the specific matter; provided, however, that the
failure of the Operating Advisor to respond on any specific matters shall not relieve the Special Servicer from its obligation
to consult with the Operating Advisor on any future matter with respect to the Mortgage Loan.


In connection with
the Directing Certificateholder’s right to consent or consult and the Operating Advisor’s right to consult with respect
to a Major Decision, as applicable, if




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the Special Servicer determines that
action is necessary to protect a Property or the interests of the Certificateholders from potential harm if such action is not
taken, or if a failure to take any such action at such time would be inconsistent with Accepted Servicing Practices, the Special
Servicer may take actions with respect to a Property before the expiration of the applicable period for the Operating Advisor or
the Directing Certificateholder to respond as described in this section, if the Special Servicer reasonably determines in accordance
with Accepted Servicing Practices that failure to take such actions before the expiration of such period would materially adversely
affect the interest of the Certificateholders, and the Special Servicer has made a reasonable effort to contact the Operating Advisor
or the Directing Certificateholder, as applicable.


After the occurrence
and during the continuance of a Consultation Termination Event, the Directing Certificateholder shall have no consultation or consent
rights hereunder 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 Directing Certificateholder. However, the Directing
Certificateholder shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


(c)        
For purposes of determining the Directing Certificateholder, exercising any rights of the Controlling Class or receiving
Asset Status Reports or any other information under this Agreement other than Distribution Date Statements, any holder of any interest
in a Controlling Class Certificate who is a Borrower Affiliate, the Manager or an agent or Affiliate of the foregoing shall not
be deemed to be a Holder or Beneficial Owner of the related Controlling Class and shall not be entitled to exercise such rights
or receive such information. If, as a result of the preceding sentence, no Holder or Beneficial Owner of Controlling Class Certificates
would be eligible to exercise such rights, there will be no Controlling Class.


(d)       
The Certificate Administrator shall, within five (5) Business Days after its determination that a Control Event, a Consultation
Termination Event or an Operating Advisor Consultation Event has occurred or ceased to exist, post a notice of such occurrence
or cessation of a Control Event or Consultation Termination Event on the Certificate Administrator's Website. The Certificate Administrator
shall notify the Operating Advisor, the Servicer and the Special Servicer within ten (10) Business Days of the existence or cessation
of any Control Event, Consultation Termination Event or Operating Advisor Consultation Event.


(e)        
For so long as no Consultation Termination Event has occurred and is continuing, the Special Servicer shall provide notice
to the Directing Certificateholder of any annual meeting with the Borrower and the Manager pursuant to the Mortgage Loan Documents,
consult with the Directing Certificateholder regarding an agenda for such meeting, and invite the Directing Certificateholder to
attend such meeting (which invitation the Directing Certificateholder may accept or decline in its discretion). The Special Servicer
shall provide advance notice to the Borrower and the Manager that the Directing Certificateholder has no authority to act on behalf
of the holder of the Trust Loan.


(f)        
For so long as no Consultation Termination Event has occurred, the Special Servicer shall provide notice to the Directing
Certificateholder of any material notices that the Special Servicer has received under or related to Ground Lease (including any
Ground




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Lease estoppel modifying the terms of
a Ground Lease), or other material agreement and the Special Servicer is required to consult with the Directing Certificateholder
with respect to the contents of such notices.


9.4.       
Directing Certificateholder 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 Directing Certificateholder
(prior to the occurrence and continuance of a Control Event) regarding the performance and servicing of the Trust 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 Trust 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 judgment and consistent with 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.	[RESERVED]



		11.	TERMINATION



11.1.       
Termination. (a)  The respective obligations and responsibilities of the Servicer, the Special Servicer,
the Operating Advisor, the Depositor, the Certificate Administrator and the Trustee created hereby (other than the obligation to
make certain payments to the Companion Loan Holders, other than the obligation of the Certificate Administrator to make certain
payments to Certificateholders after the final Distribution Date to the extent set forth in this Agreement and other than the obligation
of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books
and records of the Trust Fund for such period of time as it maintains its own books and records, and 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 11 following 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, the
sale of the Trust Loan pursuant to the Intercreditor Agreement or this Agreement, as applicable) or the liquidation or abandonment
of the Properties and all other Collateral for the Trust Loan, provided, however, that in no event shall the Trust
continue beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late United States Ambassador to the Court of St. James’s, living on the date hereof.




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(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 generally 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.


11.2.     
Additional Termination Requirements. In connection with any termination pursuant to Section 11.1 other
than final payment on the Trust Loan, the Trust Fund 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 will not subject the Trust Fund, the Lower-Tier REMIC or the Upper-Tier
REMIC to federal income tax:


(i)        
Within eighty-nine (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 Trust REMIC;


(ii)        
At or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution
Date, the Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust
Fund; and


(iii)        
At or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited
to the Trust Fund, 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(b)
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) and Section 4.1(g)
and Section 4.3.


11.3.     
Trusts Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.




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		12.	MISCELLANEOUS PROVISIONS



12.1.     
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders or the Companion Loan Holders:


(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 in 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 the provisions
of this Agreement which may be inconsistent with any other provisions in this Agreement or to correct any error; provided
that such amendment or supplement would not adversely affect in any material respect the interests of the Companion Loan Holders
not consenting thereto, as evidenced by (x) an Opinion of Counsel or (y) if any securities backed by any Companion Loan is then
rated, receipt of a Rating Agency Confirmation;


(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 Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or the Companion
Loan Holders not consenting thereto, as evidenced by (1) an Opinion of Counsel (at the expense of the party requesting the amendment
or at the expense of the Trust if the requesting party is the Trustee or the Certificate Administrator) or (2) if the related Class
of Certificates or Companion Loan Securities is rated by a Rating Agency or a Companion Loan Rating Agency, as applicable, Rating
Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, is obtained;


(iv)        
to modify, eliminate or add to any of its provisions (A) 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; provided that the Trustee and the Certificate
Administrator received an Opinion of Counsel (at the expense of the party requesting the amendment or if the requesting party is
the Certificate Administrator or the Trustee, at the expense of the Trust) 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 will not adversely
affect in any material respect the interests of any holder of the Certificates or the Companion Loan Holders or (B) to the extent
necessary for the Trust or any Other Securitization Trust to comply with the Investment Company Act of 1940, as amended, the Trust
Indenture Act of 1939, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations;


(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;




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provided that the Depositor
has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates to
a non-Permitted Transferee; provided, further, that the Depositor may conclusively rely upon an Opinion of Counsel
to such effect;


(vi)        
to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or the Companion
Loan Holders not consenting thereto, as evidenced by a an Opinion of Counsel or Rating Agency Confirmation or, if the applicable
Certificate is not then rated by a Rating Agency, an Opinion of Counsel with respect to such Class of Certificate; provided,
further, that prior to the occurrence of a Consultation Termination Event, any amendment pursuant to this clause (vi)
that would adversely affect the rights of the Controlling Class Certificateholder or the Directing Certificateholder shall be subject
to the consent of such affected party or parties;


(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 or
supplement pursuant to this clause (vii) would not adversely affect in any material respect the interests of any Certificateholder
or Companion Loan Holders not consenting thereto, as evidenced by an Opinion of Counsel;


(viii)        
to modify the procedures of this Agreement relating to compliance with Rule 17g -5 of the Exchange Act; provided
that such amendment does not materially increase the responsibilities of any of the Servicer, the Special Servicer, the Certificate
Administrator, the 17g-5 Information Provider, the Operating Advisor or the Trustee, unless such party consents thereto; provided,
further that such amendment shall not adversely affect in any material respects the interests of any Certificateholders or the
Companion Loan Holders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate or Companion Loan Securities is then
rated, receipt of Rating Agency Confirmation from each Rating Agency;


(ix)        
to modify the procedures of this Agreement relating to compliance with Rule 17g 5 of the Exchange Act; provided that such
amendment does not materially increase the responsibilities of any of the Servicer, the Special Servicer, the Certificate Administrator,
the 17g-5 Information Provider or the Trustee, unless such party consents to such amendment;


(x)        
to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules, Regulation RR or any
other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to
the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of
such repeal; provided that no such modification, elimination or addition may change in any manner the rights or obligations
of the Third Party Purchaser under this Agreement or the related risk retention agreement without the consent of the Third Party
Purchaser;




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(xi)        
to modify, eliminate or add to any of the provisions of this Agreement to such extent as will be necessary for any Other
Securitization Trust to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv); and


(xii)        
to make Alternate Rate Servicing Agreement Conforming Changes (at the expense of the Trust Fund) pursuant to an amendment
prepared by the Depositor.


No other amendment
to the Trust and Servicing Agreement may be made without the consent of the Companion Loan Holders if such amendment materially
adversely affects the rights of the Companion Loan Holders under this Agreement.


(b)       
Subject to the rights of the Companion Loan Holder to consent to certain amendments to this Agreement under Section 11.1(a),
this Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator and the Trustee 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,
that no such amendment shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Trust
Loan which are required to be distributed on any Certificate, (ii) alter in any manner the liens on any Collateral securing
payments on the Trust 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
that are required to consent to any action or inaction under this Agreement; (v) change in any manner any defined term used in
the Trust Loan Purchase Agreement or the obligations of the Trust Loan Seller under the Trust Loan Purchase Agreement or otherwise
or change any rights of the Trust Loan Seller as a third party beneficiary hereunder, without the consent of the Trust Loan Seller,
or (vi) amend this Section 12.1.


Notwithstanding any
contrary provision contained in this Agreement, no amendment to this Agreement may be made that changes in any manner (i) the rights
and/or obligations of the Trust Loan Seller under this Agreement or under the Trust Loan Purchase Agreement without the consent
of the Trust Loan Seller or (ii) the rights of an Initial Purchaser hereunder without the written consent of such Initial Purchaser,
and each of the Servicer, Special Servicer, Trustee or Certificate Administrator may, but will not be obligated to, enter into
any amendment to this Agreement that it determines affects its respective rights, duties or immunities or creates any additional
liability for the Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable, under this Agreement.


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 may prescribe.




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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 all conditions 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 Certificateholder, the
Trustee, the Depositor, the Servicer, the Special Servicer, the Borrowers, 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 12.1
shall be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or Special Servicer, as applicable,
and, to the extent required by this Section 12.1, the required Certificateholders and the Companion Loan Holders.


(e)       
The costs and expenses associated with any such amendment, including without limitation, Opinions of Counsel and Rating
Agency Confirmations, shall be borne (i) other than with respect to amendments made in accordance with Section 4.6(c) with respect
to Alternate Rate Servicing Agreement Conforming Changes, 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 Fund),
and (ii) with respect to amendments made in accordance with Section 4.6(c) with respect to Alternate Rate Servicing Agreement Conforming
Changes, by the Trust Fund.


12.2.     
Recordation of Agreement; Counterparts. (a)  This Agreement or an abstract hereof, if acceptable by the
applicable recording office, is subject to recordation in all appropriate public offices for real property records in the county
in which any Property subject to the Mortgages 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.


(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




    -249-


    


    

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.


12.3.       
Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction. 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.


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 OF THE TRANSACTIONS CONTEMPLATED HEREBY.


EACH OF THE PARTIES
HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS
OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING
IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND
MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS
TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


12.4.       
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:


If to the Trustee, to:


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services: JPMCC 2020-NNN




    -250-


    


    

with a copy to:



cts.cmbs.bond.admin@wellsfargo.com

trustadministrationgroup@wellsfargo.com


If to the Certificate Administrator,
to:



Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, MD 21045

Attention: Corporate Trust Services CMBS – J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN

Facsimile: 410-715-2380

E-mail: trustadministrationgroup@wellsfargo.com and cts.cmbs.bond.admin@wellsfargo.com


or in the case of surrender, transfer
or exchange for all Certificates other than the Risk Retention Certificates:



Wells Fargo Bank, N.A.

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


or in the case of a request for
release of the Risk Retention Certificates and any transfer of the Risk Retention Certificates during the Risk Retention Period
to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) — JPMCC 2020-NNN


with a copy to:



E-mail: riskretentioncustody@wellsfargo.com


or in the case of the Custodian,
to:



Wells Fargo Bank, National Association

1055 10th Avenue, Southeast

Minneapolis, Minnesota 55414

Attention: CTS — Document Custody Group JPMCC 2020-NNN




    -251-


    


    

with a copy to:



E-mail: cmbscustody@wellsfargo.com


with a copy to:


Aini & Associates, PLLC

2615 Coney Island Avenue

Brooklyn, NY 11223

Attention: J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN

Telephone: (718) 265-1544

Facsimile: (718) 265-1515

E-mail: cmbs@ainilaw.com and jackaini@ainilaw.comIf to the Depositor, to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York  10179

Attention:  Kunal K. Singh

E-mail:  US_CMBS_Notice@jpmorgan.com


with a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

4 New York Plaza, 21st Floor

New York, New York  10004

Attention:  SPG Legal

Email: US_CMBS_Notice@jpmorgan.com


If to the Servicer, to:



Midland Loan Services, a Division of PNC Bank, National Association

10851 Mastin Street, Suite 300

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head

Fax Number: (888) 706-3565

Email: NoticeAdmin@midlandls.com

Reference: JPMCC 2020-NNN


with a copy to:



Eversheds Sutherland (US) LLP

700 6th Street NW, Suite 700

Washington, D.C. 20001

Attention: Lisa A. Rosen

Email: Lisarosen@eversheds-sutherland.com




    -252-


    


    

If to the Operating Advisor, to:



Pentalpha Surveillance LLC

375 N. French Road, Suite 100

Amherst, New York 14228

Attention: JPMCC 2020-NNN – Transaction Manager

With a copy sent via email to: notices@pentalphasurveillance.com with

JPMCC 2020-NNN in the subject line)


with a copy to:


Bass, Berry & Sims PLC

150 Third Avenue South

Suite 2800

Nashville, Tennessee 37201

Attention: Jay H. Knight

Email:jknight@bassberry.com


If to the Special Servicer, to:



CWCapital Asset Management LLC

7501 Wisconsin Avenue, Suite 500 West

Bethesda, Maryland 20814

Attention: Legal Department (JPMCC 2020-NNN)






with a copy to:



E-mail: CWCAMnoticesJPMCC2020-NNN@cwcapital.com;


If to JPMS, as an Initial Purchaser,
to:



J.P. Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention:  SPG Syndicate

E-mail:  ABS_Synd@jpmorgan.com


with a copy to:



J.P. Morgan Securities LLC

4 New York Plaza, 21st Floor

New York, New York  10004

Attention:  SPG Legal

Email: US_CMBS_Notice@jpmorgan.com




    -253-


    


    

If to Academy Securities, Inc.,
as an Initial Purchaser, to:



Academy Securities, Inc.

277 Park Avenue, 35th Floor

New York, New York 10172

Attention: Michael Boyd, Chief Compliance Officer

Facsimile: (646) 791-5945


If to Drexel Hamilton, LLC, as
an Initial Purchaser, to:



Drexel Hamilton, LLC

77 Water Street

New York, New York 10005

Attention: John D. Kerin, Director of Debt Syndicate

Facsimile: (646) 412-1500


If to any Certificateholder, to:



the address set forth in the Certificate Register


If to the Borrowers:



at the respective addresses therefor set forth in the Mortgage Loan Agreement


In the case of any Companion Loan
Holder:


The address set forth in the related
Co-Lender 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.


12.5.       
Notices to the Rating Agencies. Any notices or documents required to be delivered to the Rating Agencies under this
Agreement and any other information regarding the Trust Fund as may be reasonably requested by the Rating Agencies from any party
hereto to the extent such party has or can obtain such information without unreasonable effort or expense shall be delivered to
the Rating Agencies at the addresses set forth below; provided, however, that such other information shall be provided
to the 17g-5 Information Provider in accordance with the procedures set forth in Section 8.14(b); provided, further,
that responses, information, reports and communications with respect to any Rating Agency Inquiry conducted or submitted on the
Rating Agency Q&A Forum and Document Request Tool shall not be required to be delivered to the 17g-5 Information Provider.
The 17g-5 Information Provider shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing,
the failure to deliver such notices or copies shall not constitute a Servicer Termination Event 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.




    -254-


    


    

Any notices to the Rating Agencies
shall be sent to the following addresses:



Fitch Ratings, Inc.

300 West 57th Street

New York, NY 10019

Attention: Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

Email: info.cmbs@fitchratings.com



Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

email : cmbssurveillance@krollbondratings.com


12.6.       
[Reserved.]


12.7.       
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.


12.8.       
Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, 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 Fund, 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 Fund, 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, the Certificates to institute any suit, action or proceeding in equity or at law upon or under or with respect
to this Agreement, the Certificates, 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 continuance thereof, as herein before provided,
and unless the Holders of Certificates aggregating not less than 50% 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




    -255-


    


    

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, the Certificates to affect, disturb or prejudice the rights of the Holders of
any other of the Certificates or the or to obtain or seek to obtain priority over or preference to any other such Holder or to
enforce any right under this Agreement, the Certificates, 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 12.8, each and every Certificateholder,
and the Trustee shall be entitled to such relief as can be given either at law or in equity. By virtue of its purchase of a Certificate,
as the case may be, each Certificateholder, as applicable, shall be deemed to have acknowledged that it shall make its own decisions
regarding its rights and protections relevant to the Trust and shall not be relying on the Trustee or any other deal party.


12.9.     
Certificates Nonassessable and Fully Paid. No Certificateholder shall be personally liable for obligations of the
Trust Fund, 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.


12.10.   
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.


12.11.   
No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between
the parties hereto.


12.12.   
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 Trustee, the Servicer, the Special Servicer or the
Operating Advisor. Proof of 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 Certificate Administrator, the Trustee, the Depositor, the Servicer,
the Special Servicer and the Operating Advisor if made in the manner provided in this Section.




    -256-


    


    

(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)        
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 Trustee, the Certificate Administrator, the Depositor, the Servicer, the Special
Servicer or the Operating Advisor in reliance thereon, whether or not notation of such action is made upon such Certificate.


(d)       
The Certificate Administrator may require additional proof of any matter referred to in this Section as it shall deem
reasonably necessary.


12.13.   
Successors and Assigns. The rights and obligations of any party hereto shall not be assigned (except pursuant to
Sections 6.2, 6.4, 8.7 or 8.9 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 Operating Advisor, the Certificate Administrator and the Trustee and their respective permitted successors and assigns. No
Person other than a party to this Agreement, the Initial Purchasers 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 Trust Loan Seller shall be a third-party beneficiary of this Agreement with respect to any provisions
relating to the Trust Loan Seller, (ii) unless it is a Borrower Affiliate, each Companion Loan Holder shall be a third-party beneficiary
of this Agreement with respect to the rights afforded it under this Agreement, (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 12, and (iv) none of
the Borrower Affiliates, the Manager or other party to the Mortgage Loan is an intended third-party beneficiary of this Agreement.


12.14.   
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.


12.15.   
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 incorporated herein, and such provisions shall be in addition to those
conferred or imposed by this Agreement; provided, however, that 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




    -257-


    


    

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.


12.16.   
Assumption by Trust of Duties and Obligations of the Trust Loan Seller Under the Mortgage Loan Documents. The Trustee
and the Certificate Administrator on behalf of the Trust as assignee of the Trust Loan and the Servicer and Special Servicer hereby
acknowledge that the Trust assumes all of the rights and obligations of the Trust Loan Seller as lender under the Mortgage Loan
Documents and agrees to be bound thereby, and in accordance with the terms thereof.


12.17.   
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and
interest in and to the Trust Loan pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If
such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations
of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees
that, in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority
security interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including
without limitation, the Trust Loan, all principal and interest received or receivable with respect to the Trust Loan, all amounts
held from time to time in the Collection Account (subject to the rights of the Companion Loan Holders with respect to any amounts
that are required to be distributed to the Companion Loans pursuant to the Co-Lender Agreement), the Distribution Account, and,
if established, the Foreclosed Property Account, and all reinvestment earnings on such amounts, and all of the Depositor’s
right, title and interest in and to the proceeds of any title, hazard or other insurance policies related to the Trust Loan and
(ii) this Agreement shall constitute a security agreement under applicable law. This Section 12.17 shall constitute
notice to the Trustee pursuant to any of the requirements of the applicable UCC.


12.18.   
Cooperation with the Trust Loan Seller with Respect to Rights Under the Mortgage Loan Agreement. It is expressly
agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents, it is expressly intended that the Trust
Loan Seller and the Depositor be able to obtain the benefit of any sections of the Mortgage Loan Agreement or securitization cooperation
agreement related to indemnification of the lender and/or its affiliates with respect to the securitization of the Mortgage Loan,
including without limitation the provisions of Section 9.2 of the Mortgage Loan Agreement (collectively, the “Indemnification
Sections”). Therefore, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee
hereby agree to cooperate with the Trust Loan Seller and the Depositor with respect to the benefits of the Indemnification Sections,
but no other portion of the Mortgage Loan Documents, to permit the Trust Loan Seller, the Depositor and their affiliates to enforce
such provisions for their respective benefits.


12.19.   
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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		13.	REMIC ADMINISTRATION



13.1.       
REMIC Administration. (a)  The parties intend 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 Trust 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 the Regular Certificates and the Uncertificated Lower-Tier Interests for the purposes of Section 860G(a)(1) of the
Code is the date that is the later Rated Final Distribution Date.


(d)       
The Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the
Trustee shall timely sign) and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC, an application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain such number by other
permissible means. 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 Holders
of the Certificates 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). The Certificate Administrator shall be responsible for the
preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained
therein, and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate Administrator shall also be directed
to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


(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 Fund.




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(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 and the Upper-Tier
REMIC as the direct representative for such Trust 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 Trust 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 Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person
of the Upper-Tier REMIC and the Lower-Tier REMIC, pursuant to Treasury Regulations Section 1.860F-4(d). The duties
of the Tax Matters Persons for the Upper-Tier REMIC and the Lower-Tier REMIC are hereby delegated to the Certificate Administrator
as agent for the related Tax Matters Person. The Certificate Administrator shall be designated as the “representative”
(as defined in section 6223 of the Code) of the Upper-Tier REMIC and the Lower-Tier REMIC, 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 such delegation to the Certificate Administrator as its agent and attorney in fact and to the designation of the Certificate
Administrator as “representative” under section 6223.


(i)         
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.




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(j)         
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 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 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 Fund if taken for the benefit of the Certificateholders)
with respect to such action or (B) 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 Fund if taken for the benefit of the Certificateholders) to the effect
that such action will not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC and that
no tax will 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 willful misconduct, bad faith or negligence 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 Trust Loan shall,
for federal income tax purposes, be allocated first to interest due and payable on the Trust Loan (including interest on overdue
interest) other than Default Interest. The books and records must 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 will 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




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and projected cash flows of the Regular
Certificates, and the Class R Certificates, as applicable, and the projected cash flows on the Trust Loan. Thereafter, the
Depositor, the Trustee, the Servicer and the Special Servicer shall provide to the Certificate Administrator, 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 losses, liabilities, damages, claims or 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.


(o)       
The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate
Administrator is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Code Section 6221
(or successor provisions) to either the Lower-Tier REMIC or the Upper-Tier REMIC and (ii) to avoid payment by either the Lower-Tier
REMIC or the Upper-Tier REMIC under Code Section 6225 (or successor provisions) of any tax, penalty,  interest or other amount
imposed under the Code that would otherwise be imposed on any Holder of a Class R Certificate, past or present.  A Holder
of any Class R Certificate agrees, by acquiring such Certificate, to any such elections.


13.2.       
Foreclosed Property. (a)  The parties hereto acknowledge and understand that if the Trust Fund were to
acquire any Property as Foreclosed Property and were to own and operate that Property in a manner consistent with the manner in
which the Properties are currently owned and operated by the Borrowers, 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




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and shall only acquire such Foreclosed
Property if it determines, in its reasonable judgment (after, consultation with counsel, at the expense of the Trust Fund), 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 Fund, after taking into account any such taxes that might be imposed on either the
Lower-Tier REMIC or the Upper-Tier REMIC, will exceed the likely recovery to the Trust Fund if the Trust Fund were to net
lease the Foreclosed Property or were not to acquire and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed
Property, the Special Servicer, acting on behalf of the Trustee, if the Manager would not be considered an Independent Contractor,
shall either renegotiate the applicable Management Agreement or replace the Manager with a Successor Manager (as appropriate and
to the extent permitted under such 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 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 Fund to enter into, renew or extend any New Lease with respect to the Foreclosed Property, if the New Lease
by its terms will give rise to any income that does not constitute Rents from Real Property;


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


(iii)        
authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement
thereon, and then only if more than 10% of the construction of such building or other 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 an Independent Contractor, the Foreclosed Property on any date more than ninety (90) days after its acquisition date.


(b)         
The Special Servicer, acting on behalf of the Trustee for the benefit of the Certificateholders, shall make reasonable efforts
to sell the Foreclosed Property for its fair market value in accordance with Section 3.15. In any event, however, the
Special Servicer, acting on behalf of the Trustee for the benefit of the Certificateholders, shall dispose of any Foreclosed Property
as soon as is practicable but in no event later than the close of the third




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calendar year following the year in
which the Acquisition Date occurs unless 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 an opinion of counsel to
the effect that the holding by the Trust of the Foreclosed Property for an additional specified period will neither result in the
imposition of taxes on “prohibited transactions” of the Trust Fund 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 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 Fund. If the Special Servicer, on behalf of the Trustee, has received (or
has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trustee 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 bidder (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.


13.3.       
Prohibited Transactions and Activities. The Special Servicer, on behalf of the Trust Fund, shall not permit the sale
or disposition of the Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not 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 will 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




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subject to a tax on “prohibited
transactions” or “prohibited contributions” pursuant to the REMIC Provisions.


13.4.       
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 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 willful misconduct,
bad faith or negligent performance 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 losses, claims, damages, liabilities or 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 Servicer, the Special Servicer, the Depositor, 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, 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 willful misconduct, bad faith or negligent performance 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 Fund 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.


		14.	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE



14.1.       
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of this Article 14,
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 14.7, 14.8 and 14.9, 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




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AB. In connection with the J.P. Morgan
Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN, and any Companion
Loan 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 the Depositor
or any Other Depositor, as applicable, to comply with the provisions of Regulation AB, together with such disclosures relating
to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator 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,
in good faith to be necessary in order to effect such compliance.


14.2.       
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 14.7 of this Agreement),
in connection with the succession to the Servicer and Special Servicer or any Sub-Servicer as servicer or sub-servicer
(to the extent such Sub-Servicer is a “servicer” meeting the criteria contemplated by Item 1108(a)(2) of Regulation
AB) under this Agreement by any Person (i) into which the Servicer and Special Servicer or such Sub-Servicer may be merged
or consolidated, or (ii) which may be appointed as a successor to the Servicer and 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).


(b)       
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, any Sub-Servicer, the Operating Advisor, the Trustee and the Certificate Administrator (each
of the Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator and each Sub-Servicer,
for purposes of this Section 14.2(b) and Section 14.2(c), 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 any Other Depositor as to which the applicable Companion Loan is affected, a written description (in form and substance
satisfactory




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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 14.9 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
14.8 and Section 14.9 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,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, and the engagement of such Sub-Servicer
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 Sub-Servicer and sub-servicing agreement. No sub-servicing
agreement (other than such agreements set forth on Exhibit S hereto) shall be effective until five (5) Business Days
after such written notice is received by the Depositor, the Certificate Administrator and each such Other Depositor. 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 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 (10) 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 14.6
of this Agreement) and shall furnish pursuant to Section 14.6 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




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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).


14.3.       
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 Operating Advisor, the Certificate Administrator
and the Trustee shall (and shall cause (or, in the case of each Sub-Servicer set forth on Exhibit W, 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.


14.4.       
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 S 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 S 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 V to this Agreement. The Certificate Administrator has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit S to this Agreement of their duties under this paragraph
or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.


14.5.       
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 T to this Agreement
shall be required to provide (and with respect to any Servicing Function Participant of such party (other than any party to this
Agreement), shall cause such Servicing Function Participant to provide) to 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




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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 T to this Agreement
applicable to such party, and (ii) the parties listed on Exhibit T 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 V to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce the
performance by the parties listed on Exhibit T to this Agreement of their duties under this paragraph or proactively solicit
or procure from such parties any Additional Form 10-K Disclosure information.


14.6.       
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 the close of business (New York City time) on the second Business Day after the
occurrence of a Reportable Event, (i) the parties set forth on Exhibit U to this Agreement shall be required to provide
(and (i) with respect to any Servicing Function Participant of such party that is a Sub-Servicer set forth on Exhibit W,
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 U to this Agreement as applicable
to such party, if applicable, and (ii) the parties listed on Exhibit U 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 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 hereto as Exhibit V. The Certificate Administrator has no duty under this Agreement to monitor or
enforce the performance by the parties listed on Exhibit U of their duties under this paragraph or proactively solicit or
procure from such parties any Form 8-K Disclosure Information.


14.7.       
Annual Compliance Statements. 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 and
the Trustee (provided, however, that the Trustee shall not be




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required to deliver an assessment of
compliance with respect to any period during which there was no Applicable Servicing Criteria applicable to it), 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 X 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, the Special Servicer and the Certificate
Administrator, a “Certifying Servicer”) to the Certificate Administrator (who shall post it to the Certificate
Administrator’s Website 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 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 the
Servicer or the Special Servicer, as applicable, 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).


14.8.       
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, the Operating Advisor, the Certificate Administrator and the Trustee (provided, however, that the Trustee shall
not be required to deliver an assessment of compliance with respect to any period during which there was no Applicable Servicing
Criteria applicable to it), 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




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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 Operating Advisor, the Certificate Administrator, the Trustee and any Servicing Function Participant, 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)) (and, with respect to the Special Servicer, also to the Operating Advisor), 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 substantially in the form of Exhibit Y or such other form provided by such Reporting Servicer that complies
in all material respects with the requirements of Item 1122 of Regulation AB, 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 the end of and for the preceding calendar 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 13.8 shall be provided to
any Certificateholder, upon the written request therefor and submission of an Investor Certification in the form of Exhibit
K-1, 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 Applicable Servicing Criteria.


(b)       
On the Closing Date, the Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator
each acknowledge and agree that Exhibit L to this Agreement sets forth the Applicable 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 and
the Operating Advisor 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




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and the Operating Advisor 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 and the Operating Advisor 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 Sub-Servicer set forth on Exhibit W, shall use commercially reasonable efforts to cause) any Servicing Function
Participant engaged by it to provide (and the Servicer, the Special Servicer and the Certificate Administrator 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 and
the Operating Advisor was subject to this Agreement or the period of time that the Servicing Function Participant was subject to
such other servicing agreement.


14.9.       
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 Operating Advisor and the Trustee (provided, however, that
the Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no Applicable
Servicing Criteria applicable to it), each at its own expense, shall cause (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) a registered public accounting firm (which may also render
other services to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, 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




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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 Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee 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 Operating Advisor or the Trustee as to the nature of any defaults by the Servicer, the Special Servicer, the
Operating Advisor, the Certificate Administrator, the Trustee 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 Operating Advisor’s, the Certificate Administrator’s, the Trustee’s
or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub-servicing agreement.


14.10.   
Significant Obligor. With respect to any Property that secures a Companion Loan that the applicable Other Depositor
has notified the Servicer and Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization 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) from the Borrower or Special
Servicer, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, 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, on or prior to the day that occurs
two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to
the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs
twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more
Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of
the “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 Day prior to the related Significant Obligor NOI Quarterly Filing Deadline
or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such
financial statements of the “significant obligor”, together with the




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net operating income of such “significant
obligor” for the applicable period as reported by the Borrower 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 such “significant obligor” within ten (10) Business Days after the date such financial information is required
to be delivered under the Mortgage Loan Documents, the Servicer shall notify the Other Depositor with respect to such Other Securitization
Trust that includes the related Companion Loan (and shall cause each applicable sub-servicing agreement to require any related
Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Servicer shall use efforts
consistent with Accepted Servicing Practices (taking into account, in addition, the ongoing reporting obligations of such Other
Depositor under the Exchange Act) to obtain the periodic financial statements of the Borrower under the Mortgage Loan Documents.


The Servicer shall
(and shall cause each applicable sub-servicing agreement entered into after receipt of written notice from the Other Depositor
that such Companion Loan is a significant obligor 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 related to any such “significant obligor” (identified
to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial information
and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required
to be filed by the Other Securitization Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this
information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization Trust. This Officer’s
Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other
Pooling and Servicing Agreement.


14.11.   
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 Operating Advisor 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 14.11 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.


14.12.   
Indemnification. For so long as the other Trust is subject to the reporting requirements of the Exchange Act, each
of the Servicer, the Special Servicer, the Operating




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Advisor, the Certificate Administrator
and the Trustee shall indemnify and hold harmless the Depositor, each Other Depositor and any employee, director or officer of
the Depositor or any Other Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments and other costs and expenses incurred by such indemnified party arising out of (i) an
actual breach by the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as the
case may be, of its obligations under this Article 13, (ii) negligence, bad faith or willful misconduct on the part of
the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee, as applicable, in the
performance of such obligations or (iii) delivery of any Deficient Exchange Act Deliverable regarding such party and delivered
by or on behalf of such party.


The Servicer, the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall cause each Servicing Function Participant
of such party that is not a Sub-Servicer set forth on Exhibit W (and with respect to any Servicing Function Participant
of such party that is a Sub-Servicer set forth on Exhibit W, shall use commercially reasonable efforts to cause
such Servicing Function Participant) to indemnify and hold harmless the Depositor, each Other Depositor and any employee, director
or officer of the Depositor or any Other Depositor from and against any and all claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such 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 agreement, (ii) negligence, bad faith
or willful misconduct its part in the performance of such obligations, (iii) any failure by a Servicing Party (as defined
in Section 14.2(b)) to identify a Servicing Function Participant pursuant to Section 14.2(b) or (iv) delivery
of any Deficient Exchange Act Deliverable regarding such party and delivered by or on behalf of such party.


If the indemnification
provided for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to hold harmless the Depositor,
any Other Depositor or any employee, director or officer of the Depositor or any Other Depositor, then the Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function
Participant (the “Performing Party”) shall contribute to the amount paid or 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 14 (or breach of its obligations under the applicable
sub-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 Operating Advisor, the Certificate Administrator and the Trustee shall cause each Servicing Function Participant
of such party that is not a Sub-Servicer set forth on Exhibit W (and with respect to any Servicing Function Participant
of such party that is a Sub-Servicer set forth on Exhibit W, shall use commercially reasonable efforts to cause
such Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations. This Section 14.12
shall survive the termination of




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this Agreement or the earlier resignation
or removal of the Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator.


14.13.   
Amendments. This Article 14 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 Certificateholder, notwithstanding anything to the contrary contained
in this Agreement.


14.14.   
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 14; provided that such termination shall
not be effective until a successor Certificate Administrator shall have accepted the appointment.


14.15.   
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 Certificate Administrator and the Trustee, as applicable, shall (i) cause
each sub-servicing agreement to which it is a party to entitle the Depositor or any Other 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 to any deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB
or as otherwise contemplated by this Article 14 and (ii) promptly notify the Depositor and any Other Depositor following
any failure of the applicable Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver
under Regulation AB or as otherwise contemplated by this Article 14. The Depositor and any Other 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 and any Other Depositor to terminate a sub-servicing agreement as aforesaid shall not limit any right the Servicer, the
Certificate Administrator or the Trustee, as applicable, may have to terminate such sub-servicing agreement.


14.16.   
Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan. (a)  Any
other provision of this Article 14 to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article 14, in connection with the requirements contained in this Article 14 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 (i) 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
(which shall only be required to be delivered once and each party shall be entitled to rely on such notice), setting forth the
contact information for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 14.7,
Section 14.8 and Section 14.9 of this Agreement, stating that such Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, and (ii) specifying in reasonable




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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. Any reasonable cost and expense of the Servicer, Special Servicer, 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 14 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 14 in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for
delivery set forth in this Article 14 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 shall be required
in connection with any delivery of the items contemplated by Section 14.7, Section 14.8 and Section 14.9 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 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 Operating Advisor, the Certificate Administrator and the Trustee shall,
upon reasonable prior written request given in accordance with the terms of Section 14.16(a) above, and subject to a right
of the Servicer, Special Servicer, the Operating Advisor, the Certificate Administrator or Trustee, as the case may be, to review
and approve such disclosure materials, permit the Companion Loan Holders to use such party’s description contained in the
Offering Circular (updated as appropriate by the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as applicable, at the reasonable cost of the Other Depositor) for inclusion in the disclosure materials relating
to any securitization of a Companion Loan.


(c)        
The Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, upon reasonable
prior written request given in accordance with the terms of Section 14.16(a) above, shall each timely provide (to the extent
the reasonable cost thereof is paid or caused to be paid by the requesting party) 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 in Section 14.16(b) with respect to such party,
substantially identical to those, if any, delivered by the Servicer, the Special Servicer, the Operating Advisor, 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 Operating Advisor, the Trustee or the Certificate Administrator, or their




    -277-


    


    

respective legal counsel, as the case
may be, and sufficient to comply with Regulation AB). None of the Servicer, the Special Servicer, the Operating Advisor, 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.


[SIGNATURE PAGE FOLLOWS]


 




    -278-


    


    





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.


	 	J.P. Morgan Chase Commercial Mortgage Securities Corp.
	 	By: 	/s/ John Miller
	 	 	Name:  John Miller
	 	 	Title:    Vice President
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION (Servicer)
	 	By:	/s/ David A. Eckels
	 	 	Name:  David A. Eckels
	 	 	Title:    Senior Vice President
	 	CWCAPITAL ASSET MANAGEMENT LLC 

(Special Servicer)
	 	By:	/s/ Brian Hanson
	 	 	Name:  Brian Hanson
	 	 	Title:    Managing Director


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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION 

(Certificate Administrator)
	 	By: 	/s/ Amy Mofsenson
	 	 	Name:  Amy Mofsenson
	 	 	Title:    Vice President
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION 

(Trustee)
	 	By:	/s/ Amy Mofsenson
	 	 	Name:  Amy Mofsenson
	 	 	Title:    Vice President
	 	PENTALPHA SURVEILLANCE LLC 

(Operating Advisor)
	 	By:	/s/ James Callahan
	 	 	Name:  James Callahan
	 	 	Title:  Executive Director and Solely as an Authorized Signatory for Pentalpha Surveillance LLC


 


 


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STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK     	)


On this 2nd day
of March 2020, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally
appeared John Miller, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he resides at New
York, New York; that s/he is the Vice President of J.P. Morgan Chase Commercial Mortgage Securities Corp., a Delaware corporation,
the entity described in and that executed the foregoing instrument as Vice President of such corporation; and that s/he signed
her/his name thereto under authority of said entity and on behalf of such entity.


WITNESS my hand and
seal hereto affixed the day and year first above written.


 


	 	/s/ James W. Considine
	James W. Considine

Notary Public, State of New York

Qualified in Ulster County

No. 01CO6390913

My Commission Expires April 22, 2023	NOTARY PUBLIC in and for the 

State of New York
	 	 
	[SEAL]

                                                                                         

                                                                                         

                                                                                         

                                                                                        My
Commission expires: 4/22/2023

                                                                                

                                                                                
	 
	 	 


 


 


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STATE OF KANSAS	)
	 	)     ss.:
	COUNTY OF JOHNSON     	)


On this 26th day
of February 2020, before me, a notary public in and for the State, personally appeared David A. Eckels, known to me to be a Senior
Vice President of Midland Loan Services, a Division of PNC Bank, National Association, one of the entities that executed the within
instrument, and also known to be 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.


	 	/s/ Laura Escalante
	NOTARY PUBLIC – State of Kansas

LAURA ESCALANTE 

My Appt. Expires 08/14/2021	NOTARY PUBLIC in and for the 

State of Kansas
	 	 
	[SEAL]

                                                                                 

                                                                                 

                                                                                My Appt. Expires: 08/14/2021
	 
	 	 



 


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STATE OF MARYLAND	)
	 	)     ss.:
	COUNTY OF MONTGOMERY     	)


On this 27th day
of February 2020, before me, the undersigned, a Notary Public in and for the State of Maryland, duly commissioned and sworn, personally
appeared Brian Hanson, to me known who, by me duly sworn, did depose and acknowledge before me and say that he has offices at 7501
Wisconsin Avenue, suite 500w, Bethesda, MD 20814 and that he is a Managing Director of CWCapital Asset Management LLC, a Delaware
limited liability company, the entity described in and that executed the foregoing instrument; and that he signed his name thereto
under authority of the board of directors of said entity and on behalf of such entity.


WITNESS my hand and
seal hereto affixed the day and year first above written.


 


	 	/s/ Deanna L. Dawson
	DEANNA L. DAWSON

Notary Public – Maryland

Prince George’s County

My Commission Expires 

October 10, 2021	NOTARY PUBLIC in and for the 

State of Maryland
	 	 
	[SEAL]

                                                                                 

                                                                                 

                                                                                 

                                                                                My Commission Expires: October 10, 2021
	 
	 	 



 


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STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK     	)


On this 27th day of
February 2020, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally
appeared Amy Mofsenson, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the Vice President
of Wells Fargo Bank, National Association, a national banking association, the entity described in and that executed the foregoing
instrument; and that s/he signed her/his name thereto under authority of the board of directors of said entity and on behalf of
such entity.


WITNESS my hand and
seal hereto affixed the day and year first above written.


 


	 	/s/ Janet M. Jolley
	JANET M. JOLLEY

Notary Public, State of New York

No. 01JO6121000

Qualified in Kings County

Commission Expires Jan. 30, 2021	NOTARY PUBLIC in and for the 

State of New York
	 	 
	[SEAL]

                                                                                 

                                                                                 

                                                                                 

                                                                                My Commission Expires: Jan. 30, 2021
	 
	 	 



 


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STATE OF NEW YORK	)
	 	)     ss.:
	COUNTY OF NEW YORK     	)


On this 27th day of
February 2020, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned and sworn, personally
appeared Amy Mofsenson, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he is the Vice President
of Wells Fargo Bank, National Association, a national banking association, the entity described in and that executed the foregoing
instrument; and that s/he signed her/his name thereto under authority of the board of directors of said entity and on behalf of
such entity.


WITNESS my hand and
seal hereto affixed the day and year first above written.


 


	 	/s/ Janet M. Jolley
	JANET M. JOLLEY

Notary Public, State of New York

No. 01JO6121000

Qualified in Kings County

Commission Expires Jan. 30, 2021	NOTARY PUBLIC in and for the 

State of New York
	 	 
	[SEAL]

                                                                                 

                                                                                 

                                                                                 

                                                                                My Commission Expires: Jan. 30, 2021
	 
	 	 



 


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STATE OF CONNECTICUT     	)
	 	)     ss.:
	COUNTY OF FAIRFIELD	)


On this 5th day
of March 2020, before me, the undersigned, a Notary Public in and for the State of Connecticut, duly commissioned and sworn, personally
appeared James Callahan, to me known who, by me duly sworn, did depose and acknowledge before me and say that s/he has offices
at Greenwich Office Park and that he is the Executive Director of Pentalpha Surveillance LLC, a limited liability company, the
entity described in and that executed the foregoing instrument; and that he signed his name thereto under authority of the limited
liability company and on behalf of such entity.


WITNESS my hand and
seal hereto affixed the day and year first above written.


	 	/s/ Melonie S. Williams
	MELONIE S. WILLIAMS

Notary Public 

Connecticut

My Commission Expires July 31, 2024	NOTARY PUBLIC in and for the 

State of Connecticut
	 	 
	[SEAL]

                                                                                 

                                                                                 

                                                                                 

                                                                                My Commission Expires: July 31, 2024
	 
	 	 


 


 


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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, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE

 


 




 

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



 


CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS

 



Exhibit A-1-2



 


 CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “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 NON-EXEMPT VIOLATION OF SIMILAR LAW). 

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 



Exhibit A-1-3



 


J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS A

 

	Pass-Through
Rate:  [LIBOR + 0.8600%][2.8123%]4

	 

	 


	 	 	 
	First
Distribution Date:  March 16, 2020

	 

	Rated
Final Distribution Date:
January 2037


	 	 	 
	Aggregate
Initial Certificate Balance of the Class A Certificates: $[92,470,000][106,550,000]

	 

	Initial
Certificate Balance of this
Certificate:  $[______][QIB]
                   
$[______][Reg S]


	[Class
A-FL]

CUSIP: 
[U4815BAA7]
ISIN: [USU4815BAA71]
Common Code: [___]5
No.: 
A-FL-[1]

	 

	 

CUSIP: 
[46652BAA7]
ISIN:  [US6652BAA70]
Common Code: [___]6


	 	 	 
	[Class
A-FX]

CUSIP: 
[U4815BAM1]
ISIN:  [USU4815BAM10]
Common Code: [___]5
No.: 
A-FX-[1]

	 

	 

CUSIP: 
[46652BAY5]
ISIN:  [US46652BAY56]
Common Code: [___]6




 

This certifies
that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be
made from the Trust Fund with respect to the Class A [-FL][-FX] Certificates.  The Trust Fund consists primarily of three
promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate
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-FL][Class A-FX], Class X, Class B, Class C, Class D, Class E, Class F, Class
G, Class H, Class HRR and Class R Certificates (collectively with the Class A [-FL][-FX] Certificates, the “Certificates”). 

 


 




 

4     Subject
to change in accordance with the Trust and Servicing Agreement. 


 


5     For
Regulation S Global Certificate only. 


 


6     For Certificate sold in reliance on Rule 144A only.

 




Exhibit A-1-4



 


This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which for the Class A-FL Certificates will be the Business Day immediately preceding such Distribution Date and for the Class A-FX Certificates will be the close of business on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 prepayment premiums then distributable and any other amounts, if any, allocable to the Class A [-FL][-FX] Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of

 



Exhibit A-1-5



 


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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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

 



Exhibit A-1-6



 


death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution 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 5, 2020





	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

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 5, 2020





	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
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
	
 

	
 

	
 

	Certificate
        

Balance

 Exchanged or Principal 

Payment Made
	
 

	
 

	
 

	Type of
Certificate
Exchanged
for

	
 

	
 

	
 

	Remaining
Certificate
Balance
Following
Such
Exchange or
Payment

	
 

	
 

	
 

	Notation
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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-CP CERTIFICATES

 

CLASS X-CP

 

[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, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE
SPECIAL SERVICER, THE TRUSTEE, THE  

 


 




 

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 


     


    
CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.]

 

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS B-FL, CLASS C-FL AND CLASS D-FL CERTIFICATES.  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” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS X-CP CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER

 


    Exhibit A-3-2 


     


    
 PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “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 NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-3-3 


     


    
J.P. MORGAN CHASE COMMERCIAL
MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS X-CP


 

	Pass-Through
Rate:  Variable IO4

	 

	 


	 	 	 
	First
Distribution Date: March 16, 2020

	 

	 


	 	 	 
	Aggregate
Initial Notional Amount of the Class X-CP Certificates:  $54,380,000

	 

	Rated
Final Distribution Date:
August 2020


	 	 	 
	CUSIP: 
[U4815BAB5]
ISIN:  [USU4815BAB54]
Common Code: [___]5

	 

	Initial
Notional Amount of this
Certificate:  $[______][QIB]
                   
$[______][Reg S]


	 	 	 
	CUSIP: 
[46652BAC3]
ISIN:  [US46652BAC37]
Common Code: [___]6

No.:  X-CP-[1]

	 

	 




 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class X-CP Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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 (in addition to the Class X-CP Certificates), Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class HRR and Class R Certificates (collectively with the Class X-CP Certificates, the “Certificates”).

 

This Certificate
is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland 

 


 



 


4     The Class X-CP Pass-Through Rate for any Certificate Interest Accrual Period is variable and will equal: (i) from and including the Distribution Date in March 2020 to and including the Distribution Date in August 2020, the weighted average of the Class X Strip Rates for the Class B-FL, Class C-FL and Class D-FL Certificates (weighted on the basis of the Certificate Balances of such Classes, in each case, outstanding immediately prior to the related Distribution Date); and (ii) for any Distribution Date after the Distribution Date in August 2020, 0%.

 



5     For Regulation S Global Certificate only.

 



6     For Certificate sold in reliance on Rule 144A only.

 



    Exhibit A-3-4 


     


    
Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which will be the Business Day immediately preceding such Distribution 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 prepayment premiums then distributable, if any, allocable to the Class X-CP Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in

 


    Exhibit A-3-5 


     


    
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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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 United States ambassador to the Court of St. James’s, living on the date to 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-3-6 


     


    
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 5, 2020





	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate
Administrator
	 	 
	 	By:	 
	 	 	Authorized Officer


  

Certificate of Authentication

 

This is one of the Class X-CP
Certificates referred to in the Trust and Servicing Agreement.

 

Dated: March 5, 2020





	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Officer


 


    Exhibit A-3-8 


     


    
SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The 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
	

	

	

	 Notional
        

Amount

Prior to 

Exchange or

 Payment
	

	

	

	Notional
        

Amount

 Exchanged
	

	

	

	Type of
Certificate
Exchanged
for

	

	

	

	Remaining
Notional
        

Amount
Following
Such
Exchange
	

	

	

	Notation
Made by

	

	


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

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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 


     


    
FORM OF CLASS X-EXT CERTIFICATES

 

CLASS X-EXT

 

[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.]7

 

[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.]8

 

[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.]9

 

[THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST

 


 


 


 

7    
Temporary Regulation S Global Certificate legend.


 



8     Legend
required as long as DTC is the Depository under the Trust and Servicing Agreement. 


 



9     Global Certificate legend.

 



    Exhibit A-3-12 


     


    
LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.]

 

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS B-FL, CLASS C-FL AND CLASS D-FL CERTIFICATES.  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” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS X-EXT CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF

 


    Exhibit A-3-13 


     


    
 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 “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 NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-3-14 


     


    
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS X-EXT

 

	Pass-Through
                                         Rate:  Variable IO10

	 

	 


	 	 	 
	First
                                Distribution Date: March 16, 2020

	 

	 


	 	 	 
	Aggregate
                                Initial Notional Amount of the Class X-EXT Certificates:  $54,380,000

	 

	Rated
                                Final Distribution Date:
N/A


	 	 	 
	CUSIP: 
                                [U4815BAC3]
ISIN:  [USU4815BAC38]
Common
                                Code: [___]11

	 

	Initial
                                Notional Amount of this
Certificate:  $[______][QIB]
                   
                                $[______][Reg S]


	 	 	 
	CUSIP: 
                                [46652BAE9]
ISIN:  [US46652BAE92]
Common
                                Code: [___]12

                                No.:  X-EXT-[1]

	 

	 




 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class X-EXT Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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 (in addition to the Class X-EXT Certificates), Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class HRR and Class R Certificates (collectively with the Class X-EXT Certificates, the “Certificates”).

 

This Certificate
is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland 

 


 




 

10   
The Class X-HFL Pass-Through Rate for any Certificate Interest Accrual Period is variable and will equal: (i) from and including
the Distribution Date in March 2020 to and including the Distribution Date in August 2020, 0%; and (ii) for any Distribution Date
after the Distribution Date in August 2020, the weighted average of the Class X Strip Rates for the Class B-FL, Class C-FL and
Class D-FL Certificates (weighted on the basis of the Certificate Balances of the Class B-FL, Class C-FL and Class D-FL Certificates,
in each case, outstanding immediately prior to the related Distribution Date). 


 


11   
For Regulation S Global Certificate only.


 


12    For Certificate sold in reliance on Rule 144A only.



    Exhibit A-3-15 


     


    
Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which will be the Business Day immediately preceding such Distribution 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 prepayment premiums then distributable, if any, allocable to the Class X-EXT Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in

 


    Exhibit A-3-16 


     


    
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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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 United States ambassador to the Court of St. James’s, living on the date to 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-3-17 


     


    
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-3-18 


     


    
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated: March 5, 2020





	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate
Administrator
	 	 
	 	By:	 
	 	 	Authorized Officer




 

Certificate of Authentication

 

This is one of the Class X-EXT
Certificates referred to in the Trust and Servicing Agreement.

 

Dated: March 5, 2020





	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Officer




 


    Exhibit A-3-19 


     


    
SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The 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
	

	

	

	Notional
        

Amount 

Prior to 

Exchange or

 Payment
	

	

	

	Notional
        

Amount

 Exchanged
	

	

	

	Type of
Certificate
Exchanged
for

	

	

	

	Remaining
Notional
        

Amount
Following
Such
Exchange
	

	

	

	Notation
Made by

	

	


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

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    Exhibit A-3-20 


     


    
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-3-21 


     


    
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-3-22 


     


    
FORM OF CLASS X-HFL CERTIFICATES

 

CLASS X-HFL

 

[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.]13

 

[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.]14

 

[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.]15

 

[THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST

  


 






 


13
       Temporary Regulation S Global Certificate legend. 


 


14
       Legend required as long as DTC is the Depository under the Trust and Servicing
Agreement. 


 


15
       Global Certificate legend.


 


    Exhibit A-3-23 


     


    
 LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.]

 

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS H-FL CERTIFICATES.  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” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS X-HFL CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF 

 


    Exhibit A-3-24 


     


    
OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR A SIMILAR EXEMPTION UNDER SIMILAR LAW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-3-25 


     


    
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS X-HFL

 

	Pass-Through
                                         Rate:  Variable IO16

	 

	 


	 	 	 
	First
                                Distribution Date: March 16, 2020

	 

	 


	 	 	 
	Aggregate
                                Initial Notional Amount of the Class X-HFL Certificates:  $27,760,0000

	 

	Rated
                                Final Distribution Date:
N/A


	 	 	 
	CUSIP: 
                                [U4815BAL3]
ISIN:  [USU4815BAL37]
Common
                                Code: [___]17

	 

	Initial
                                Notional Amount of this
Certificate:  $[______][QIB]
                   
                                $[______][Reg S]


	 	 	 
	CUSIP: 
                                [46652B AW9]
ISIN:  [US46652BAW90]
Common
                                Code: [___]18

                                No.:  X-HFL-[1]

	 

	 




 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class X-HFL Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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 (in addition to the Class X-HFL Certificates), Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class HRR and Class R Certificates (collectively with the Class X-HFL Certificates, the “Certificates”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the

 


 






 


16 
  The Class X-HFL Pass-Through Rate for any Certificate Interest Accrual Period is variable and will equal the weighted average
of the Class X Strip Rate for of the Class H-FL Certificates. 







 



17   
For Regulation S Global Certificate only.


 



18    For Certificate sold in reliance on Rule 144A only.

 



    Exhibit A-3-26 


     


    
extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which will be the Business Day immediately preceding such Distribution 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 prepayment premiums then distributable, if any, allocable to the Class X-HFL Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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 Trustee, the Certificate Administrator, the Operating

 


    Exhibit A-3-27 


     


    
Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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 United States ambassador to the Court of St. James’s, living on the date to 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

 


    Exhibit A-3-28 


     


    
and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 


    Exhibit A-3-29 


     


    
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated: March 5, 2020





	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate
Administrator
	 	 
	 	By:	 
	 	 	Authorized Officer


 

Certificate of Authentication

 

This is one of the Class X-HFL Certificates referred to in the Trust and Servicing Agreement.

 

Dated: March 5, 2020





	 	 	 
	 	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Authenticating Agent
	 	 
	 	By:	 
	 	 	Authorized Officer




 


    Exhibit A-3-30 


     


    
SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The 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
	

	

	

	Notional
        

Amount
Prior to
Exchange or
Payment

	

	

	

	Notional
        

Amount
Exchanged

	

	

	

	Type of
Certificate
Exchanged
for

	

	

	

	Remaining
Notional
        

Amount
Following
Such
Exchange
	

	

	

	Notation
Made by

	

	


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

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    Exhibit A-3-31 


     


    
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-3-32 


     


    
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-3-33 


     


    

FORM OF CLASS XA-FX CERTIFICATES

 

CLASS XA-FX

 

[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.]19

 

[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.]20

 

[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.]21

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST

 





 



 


19     Temporary Regulation S Global Certificate legend.

 



20     Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.

 



21     Global Certificate legend.

 



    Exhibit A-3-34 


     


    
LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS A-FX CERTIFICATES.  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” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS XA-FX CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF 

 


    Exhibit A-3-35 


     


    
OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “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 NON EXEMPT VIOLATION OF SIMILAR LAW).

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-3-36 


     


    
J.P. MORGAN CHASE COMMERCIAL
MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS XA-FX

	
Pass-Through Rate:  Variable IO22

	
 


	
First Distribution Date:  March 16, 2020

	
 


	
Aggregate Initial Notional Amount of the Class XA-FX Certificates:  $106,550,000

	
Rated Final Distribution Date:
January 2037


	
CUSIP:  [U4815BAN9]
ISIN:  [USU4815BAN92]
Common Code: [___]23

 

	
Initial Notional Amount of this
Certificate:  $[______][QIB]
                    $[______][Reg S]


	
CUSIP:  [46652BBA6]
ISIN:  [US46652BBA61]
Common Code: [___]24
No.:  XA-FX-[1]

	
 




 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class XA-FX Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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 (in addition to the Class XA-FX Certificates), Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class HRR and Class R Certificates (collectively with the Class XA-FX Certificates, the “Certificates”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the

 





 



 


22     The Class XA-FX Pass-Through Rate for any Certificate Interest Accrual Period is variable and for each Distribution Date will equal the Class X Strip Rate for the Class A-FX Certificates for such Distribution Date.

 




23     For Regulation S Global Certificate only.

 




24     For Certificate sold in reliance on Rule 144A only.

 




    Exhibit A-3-37 


     


    
extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 prepayment premiums then distributable, if any, allocable to the Class XA-FX Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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

 


    Exhibit A-3-38 


     


    
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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 United States ambassador to the Court of St. James’s, living on the date of execution 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-3-39 


     


    
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-3-40 


     


    



 





IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 

Dated: March 5, 2020 

	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class XA-FX Certificates referred to in the Trust and Servicing Agreement.


 


Dated: March 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    Exhibit A-3-41 


     


    

 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The 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	 	 	 	Notional
        Amount Prior to Exchange or Payment	 	 	 	Notional
        Amount Exchanged	 	 	 	Type of
        Certificate Exchanged for	 	 	 	Remaining
        Notional Amount Following Such Exchange	 	 	 	Notation
        Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit A-3-42 


     


    

 



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-3-43 


     


    



 


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-3-44 


     


    



 

FORM OF CLASS XB-FX CERTIFICATES

 

CLASS XB-FX

 

[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.]25

 

[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.]26

 

[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.]27

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST

 





 



 


25     Temporary Regulation S Global Certificate legend.

 




26     Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.

 




27     Global Certificate legend.

 




    Exhibit A-3-45 


     


    
LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

THE NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE AGGREGATE CERTIFICATE BALANCE OF THE CLASS B-FX, CLASS C-FX, CLASS D-FX, CLASS E-FX, CLASS F-FX AND CLASS G-FX CERTIFICATES.  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” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS XB-FX CERTIFICATE WILL NOT BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF 

 


    Exhibit A-3-46 


     


    
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 “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 NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-3-47 


     


    
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS XB-FX

 

	
Pass-Through Rate:  Variable IO28

	
 


	
First Distribution Date:  March 16, 2020

	
 


	
Aggregate Initial Notional Amount of the Class XB-FX Certificates:  $291,215,000

	
Rated Final Distribution Date:
January 2037


	
CUSIP:  [U4815BAP4]
ISIN: [USU4815BAP41]
Common Code: [___]29

 

	
Initial Notional Amount of this
Certificate:  $[______][QIB]
                    $[______][Reg S] 


	
CUSIP:  [46652BBC2]
ISIN:  [US46652BBC28]
Common Code: [___]30

No.:  XB-FX-[1]

	
 




 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class XB-FX Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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 (in addition to the Class XB-FX Certificates), Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class HRR and Class R Certificates (collectively with the Class XB-FX Certificates, the “Certificates”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset

 





 



 


28    The Class XB-FX Pass-Through Rate for any Certificate Interest Accrual Period is variable and for each Distribution Date will equal the weighted average of the Class X Strip Rates for the Class B-FX, Class C-FX, Class D-FX, Class E-FX, Class F-FX and Class G-FX Certificates (weighted on the basis of the Certificate Balances of such Classes outstanding immediately prior to such related Distribution Date).

 




29    For Regulation S Global Certificate only.

 




30    For Certificate sold in reliance on Rule 144A only.

 




    Exhibit A-3-48 


     


    
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 prepayment premiums then distributable, if any, allocable to the Class XB-FX Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in

 


    Exhibit A-3-49 


     


    
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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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 United States ambassador to the Court of St. James’s, living on the date of execution 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,

 


    Exhibit A-3-50 


     


    
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-3-51 


     


    
 







 


 





IN WITNESS WHEREOF, the
Certificate Administrator has caused this Certificate to be duly executed.


 

Dated: March 5, 2020


 

	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class XB-FX Certificates referred to in the Trust and Servicing Agreement.


 


Dated: March 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    Exhibit A-3-52 


     


    

 

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-3-53 


     


    

 



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-3-54 


     


    



 


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-3-55 


     


    



 

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, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE

 





 



 


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


     


    
CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE CLASS A AND CLASS X CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER 

 


    Exhibit A-3-2


     


    
PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “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 NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-3-3


     


    
J.P. MORGAN CHASE COMMERCIAL
MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS B

	
Pass-Through Rate:  [LIBOR + 1.1000%][3.0648%]4

	
 


	
First Distribution Date:  March 16, 2020

	
Rated Final Distribution Date:
January 2037


	
Aggregate Initial Certificate Balance of the Class B Certificates:  $[20,420,000][ 23,540,000]

	
Initial Certificate Balance of this
Certificate:  $[______][QIB]
                    $[______][Reg S]


	
[Class B-FL]

CUSIP:  [U4815BAD1]
ISIN:  [USU4815BAD11]
Common Code: [___]5
No.:  B-FL-[1]

	
 

CUSIP:  [46652BAG4]
ISIN:  [US46652BAG41]
Common Code: [___]6




	
[Class B-FX]

CUSIP:  [U4815BAQ2]
ISIN:  [USU4815BAQ24]
Common Code: [___]5
No.:  B-FX-[1]



	
 

CUSIP:  [46652BBE8]
ISIN:  [US46652BBE83]
Common Code: [___]6






 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class B [-FL][-FX] Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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-FL][Class B-FX], Class C, Class D, Class E, Class F, Class G, Class H, Class HRR and Class R Certificates (collectively with the Class B [-FL][-FX] Certificates, the “Certificates”).

 





 



 


4     Subject to change in accordance with the Trust and Servicing Agreement.

 




5     For Regulation S Global Certificate only.

 




6     For Certificate sold in reliance on Rule 144A only.

 




    Exhibit A-3-4


     


    
This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which for the Class B-FL Certificates will be the Business Day immediately preceding such Distribution Date and for the Class B-FX Certificates will be the close of business on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 prepayment premiums then distributable and any other amounts, if any, allocable to the Class B [-FL][-FX] Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of

 


    Exhibit A-3-5


     


    
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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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

 


    Exhibit A-3-6


     


    
death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution 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 5, 2020


 

	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

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 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

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	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    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, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE

 





 



 


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


     


    
CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS C CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS X AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER 

 


    Exhibit A-4-2


     


    
PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “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 NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-4-3


     


    
J.P. MORGAN CHASE COMMERCIAL
MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS C

	
Pass-Through Rate:  [LIBOR + 1.3000%][3.2667%]4

	
 


	
First Distribution Date:  March 16, 2020

	
Rated Final Distribution Date:
January 2037


	
Aggregate Initial Certificate Balance of the Class C Certificates:  $[14,040,000][16,180,000]

	
Initial Certificate Balance of this
Certificate:  $[______][QIB]
                    $[______][Reg S]


	
[Class C-FL]

CUSIP:  [U4815BAE9]
ISIN:  [USU4815BAE93]
Common Code: [___]5
No.:  C-FL-[1]

	
 

CUSIP:  [46652BAJ8]
ISIN:  [US46652BAJ89]
Common Code: [___]6


	
[Class C-FX]

CUSIP:  [U4815BAR0]
ISIN:  [USU4815BAR07]
Common Code: [____]5
No.:  C-FX-[1]

	
 

CUSIP:  [46652BBG3]
ISIN:  [US46652BBG32]
Common Code: [___]6




 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class C [-FL][-FX] Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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-FL][Class C-FX], Class D, Class E, Class F, Class G, Class H, Class HRR and Class R Certificates (collectively with the Class C [-FL][-FX] Certificates, the “Certificates”).

 





 



 


4     Subject to change in accordance with the Trust and Servicing Agreement.

 




5     For Regulation S Global Certificate only.

 




6     For Certificate sold in reliance on Rule 144A only.

 




    Exhibit A-4-4


     


    
This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which for the Class C-FL Certificates will be the Business Day immediately preceding such Distribution Date and for the Class C-FX Certificates will be the close of business on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 prepayment premiums then distributable and any other amounts, if any, allocable to the Class C [-FL][-FX] Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of

 


    Exhibit A-4-5


     


    
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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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

 


    Exhibit A-4-6


     


    
death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution 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 5, 2020


 

	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

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 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

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	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    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, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE

 





 



 


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


     


    
CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS D CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS X, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER 

 


    Exhibit A-5-2


     


    
PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “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 NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-5-3


     


    
J.P. MORGAN CHASE COMMERCIAL
MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS D

	
Pass-Through Rate:  [LIBOR + 1.5500%][3.6196%]4

	
 


	
First Distribution Date:  March 16, 2020

	
Rated Final Distribution Date:
January 2037


	
Aggregate Initial Certificate Balance of the Class D Certificates:  $[19,920,000][ 46,480,000]

	
Initial Certificate Balance of this
Certificate:  $[______][QIB]
                    $[______][Reg S]


	
[Class D-FL]

CUSIP:  [U4815BAF6]
ISIN:  [USU4815BAF68]
Common Code: [___]5
No.:  D-FL-[1]

	
 

CUSIP:  [46652BAL3]
ISIN:  [US46652BAL36]
Common Code: [___]6


	
[Class D-FX]

CUSIP:  [U4815BAS8]
ISIN:  [USU4815BAS89]
Common Code: [___]5
No.:  D-FX-[1]

	
 

CUSIP:  [46652BBJ7]
ISIN:  [US46652BBJ70]
Common Code: [___]6




 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class D [-FL][-FX] Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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-FL][Class D-FX], Class E, Class F, Class G, Class H, Class HRR and Class R Certificates (collectively with the Class D [-FL][-FX]Certificates, the “Certificates”).

 





 



 


4    Subject to change in accordance with the Trust and Servicing Agreement.

 




5    For Regulation S Global Certificate only.

 




6    For Certificate sold in reliance on Rule 144A only.

 




    Exhibit A-5-4


     


    
This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which for the Class D-FL Certificates will be the Business Day immediately preceding such Distribution Date and for the Class D-FX will be the close of business on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 prepayment premiums then distributable and any other amounts, if any, allocable to the Class D [-FL][-FX] Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of

 


    Exhibit A-5-5


     


    
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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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

 


    Exhibit A-5-6


     


    
death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution 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 5, 2020


 

	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

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 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

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, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE 

 





 



 


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


     


    
CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS E CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS X, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER 

 


    Exhibit A-6-2


     


    
PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “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 NON-EXEMPT VIOLATION OF SIMILAR LAW).

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-6-3


     


    
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS E

 

	
Pass-Through Rate:  [LIBOR + 1.8500%][3.9720%]4

	
 


	
First Distribution Date:  March 16, 2020

	
Rated Final Distribution Date:
January 2037


	
Aggregate Initial Certificate Balance of the Class E Certificates:  $[30,000,000][70,020,000]

	
Initial Certificate Balance of this
Certificate:  $[______][QIB]
                    $[______][Reg S]


	
[Class E-FL]

CUSIP:  [U4815BAG4]
ISIN:  [USU4815BAG42]
Common Code: [184775727]5
No.:  E-FL-[1]

	
 

CUSIP:  [46652BAN9]
ISIN:  [US46652BAN91]
Common Code: [184775697]6


	
[Class E-FX]

CUSIP:  [U4815BAT6]
ISIN:  [USU4815BAT62]
Common Code: [184775476]5
No.:  E-FX-[1]

	
 

CUSIP:  [46652BBL2]
ISIN:  [US46652BBL27]
Common Code: [184775468]6




 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class E [-FL][-FX] Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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-FL][Class E-FX], Class F, Class G, Class H, Class HRR and Class R Certificates (collectively with the Class E [-FL][-FX] Certificates, the “Certificates”).

 





 



 


4     Subject to change in accordance with the Trust and Servicing Agreement.

 


5     For Regulation S Global Certificate only.

 

6     For Certificate sold in reliance on Rule 144A only.

 


    Exhibit A-6-4


     


    
This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which for the Class E-FL Certificates will be the Business Day immediately preceding such Distribution Date and for the Class E-FX Certificates will be the close of business on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 prepayment premiums then distributable and any other amounts, if any, allocable to the Class E [-FL][-FX] Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of

 


    Exhibit A-6-5


     


    
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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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

 


    Exhibit A-6-6


     


    
death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution 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 5, 2020


 

	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

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 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

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	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    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, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE

 





 



 


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


     


    
CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS F CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS X, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

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 

 


    Exhibit A-7-2


     


    
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR A SIMILAR EXEMPTION UNDER SIMILAR LAW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-7-3


     


    
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS F

 

	
Pass-Through Rate:  [LIBOR + 2.5000%][4.6254]4

	
 


	
First Distribution Date:  March 16, 2020

	
Rated Final Distribution Date:
January 2037


	
Aggregate Initial Certificate Balance of the Class F Certificates:  $[26,820,000][62,584,000]

	
Initial Certificate Balance of this
Certificate:  $[______][QIB]
                    $[______][Reg S]


	
[Class F-FL]

CUSIP:  [U4815BAH2]
ISIN:  [USU4815BAH25]
Common Code: [___]5
No.:  F-FL-[1]

	
 

CUSIP:  [46652BAQ2]
ISIN:  [US46652BAQ23]
Common Code: [___]6


	
[Class F-FX]

CUSIP:  [U4815BAU3]
ISIN:  [USU4815BAU36]
Common Code: [___]5
No.:  F-FX-[1]

	
 

CUSIP:  [46652BBN8]
ISIN:  [US46652BBN82]
Common Code: [___]6




 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class F [-FL][-FX] Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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-FL][Class F-FX], Class G, Class H, Class HRR and Class R Certificates (collectively with the Class F [-FL][-FX] Certificates, the “Certificates”).

 





 



 

4     Subject to change in accordance with the Trust and Servicing Agreement.

 

5     For Regulation S Global Certificate only.

 

6     For Certificate sold in reliance on Rule 144A only.

 



    Exhibit A-7-4


     


    
This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which for the Class F-FL Certificates will be the Business Day immediately preceding such Distribution Date and for the Class F-X Certificates will be the close of business on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 prepayment premiums then distributable and any other amounts, if any, allocable to the Class F [-FL][-FX] Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of

 


    Exhibit A-7-5


     


    
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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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

 


    Exhibit A-7-6


     


    
death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution 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 5, 2020


 

	 	 
	 	WELLS
FARGO BANK, NATIONAL ASSOCIATION,

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 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

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	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    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, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE

 


 



 


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


     


    
CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS G CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS X, CLASS B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

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 

 


    Exhibit A-8-2


     


    
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR A SIMILAR EXEMPTION UNDER SIMILAR LAW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-8-3


     


    
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS G

 

	
Pass-Through Rate:  [LIBOR + 3.0000%][4.6881%]4

	
 


	 	 
	
First Distribution Date:  March 16, 2020

	
Rated Final Distribution Date:
January 2037


	 	 
	
Aggregate Initial Certificate Balance of the Class G Certificates:  $[31,020,000][72,411,000]

	
Initial Certificate Balance of this
Certificate:  $[______][QIB]
                    $[______][Reg S]


	 	 
	
[Class G-FL]

 

CUSIP:  [U4815BAJ8]
ISIN:  [USU4815BAJ80]
Common Code: [___]5
No.:  G-FL-[1]

	
 

 

CUSIP:  [46652BAS8]
ISIN:  [US46652BAS88]
Common Code: [___]6


	 	 
	
[Class G-FX]

 

CUSIP:  [U4815BAV1]
ISIN:  [USU4815BAV19]
Common Code: [___]5
No.:  G-FX-[1]

	
 

 

CUSIP:  [46652BBQ1]
ISIN:  [US46652BBQ14]
Common Code: [___]6




 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class G[-FL][-FX] Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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-FL][Class G-FX], Class H, Class HRR and Class R Certificates (collectively with the Class G[-FL][-FX] Certificates, the “Certificates”).

 


 



 


4     Subject to change in accordance with the Trust and Servicing Agreement.

 

5     For Regulation S Global Certificate only. 

 

6     For Certificate sold in reliance on Rule 144A only.

 


    Exhibit A-8-4


     


    
This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which for the Class G-FL Certificates will be the Business Day immediately preceding such Distribution Date and for the Class G-FX Certificates will be the close of business on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 prepayment premiums then distributable and any other amounts, if any, allocable to the Class G[-FL][-FX] Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of

 


    Exhibit A-8-5


     


    
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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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

 


    Exhibit A-8-6


     


    
death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution 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 5, 2020

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
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 5, 2020

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
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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-

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
-


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
-

	
 

	
 

	
 

	
-


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 




 


    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 H CERTIFICATES

 

CLASS H

 

[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, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE 

 


 



 


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-9-1


     


    
CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS H CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS X, CLASS B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

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 

 


    Exhibit A-9-2


     


    
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR A SIMILAR EXEMPTION UNDER SIMILAR LAW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.

 


    Exhibit A-9-3


     


    
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS H

 

	
Pass-Through Rate:  [LIBOR + 4.0000%][4.6881%]4

	
 


	 	 
	
First Distribution Date:  March 16, 2020

	
Rated Final Distribution Date:
January 2037


	 	 
	
Aggregate Initial Certificate Balance of the Class H Certificates:  $[27,760,000][64,785,000]

	
Initial Certificate Balance of this
Certificate:  $[______][QIB]
                    $[______][Reg S]


	 	 
	
[Class H-FL]

 

CUSIP:  [U4815BAK5]
ISIN:  [USU4815BAK53]
Common Code: [___]5
No.:  H-FL-[1]

	
 

 

CUSIP:  [46652BAU3]
ISIN:  [US46652BAU35]
Common Code: [___]6


	 	 
	
[Class H-FX]

 

CUSIP:  [U4815BAW9]
ISIN:  [USU4815BAW91]
Common Code: [___]5
No.:  H-FX-[1]

	
 

 

CUSIP:  [46652BBS7]
ISIN:  [US46652BBS79]
Common Code: [___]6




 

This certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class H[-FL][-FX] Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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, [Class H-FL][Class H-FX], Class HRR and Class R Certificates (collectively with the Class H[-FL][-FX] Certificates, the “Certificates”).

 


 


 



 


4
       Subject to change in accordance with the Trust and Servicing Agreement.


 


5
       For Regulation S Global Certificate only.


 


6
       For Certificate sold in reliance on Rule 144A only.


 


    Exhibit A-9-4


     


    
This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which for the Class H-FL Certificates will be the Business Day immediately preceding such Distribution Date and for the Class H-FX Certificates will be the close of business on the last Business Day of the calendar month preceding the month in which the applicable Distribution Date occurs, 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 prepayment premiums then distributable and any other amounts, if any, allocable to the Class H[-FL][-FX] Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of

 


    Exhibit A-9-5


     


    
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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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

 


    Exhibit A-9-6


     


    
death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution 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-9-7


     


    
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated: March 5, 2020

 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Certificate Administrator


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class H Certificates referred to in the Trust and Servicing Agreement.

 

Dated: March 5, 2020

 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 


    Exhibit A-9-8


     


    
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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    Exhibit A-9-9


     


    
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-9-10


     


    
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-9-11


     


    
EXHIBIT A-10

 

FORM OF CLASS HRR CERTIFICATES

 

CLASS HRR

 

THIS CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES.   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 THE TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.  THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE WITH SECTION 5.3 OF THE TRUST AND SERVICING AGREEMENT.

 

[FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RISK RETENTION PERIOD:  UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1

 

[FOR BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RISK RETENTION PERIOD:  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.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWERS, THE GUARANTOR, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE 

 


 



 


1
       Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


2
       Book-Entry Certificate legend.


 


    Exhibit A-10-1


     


    
CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON” IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CLASS HRR CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS X CLASS B, CLASS C, CLASS D, CLASS E, CLASS F, CLASS G AND CLASS H CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.

 

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 

 


    Exhibit A-10-2


     


    
GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR A SIMILAR EXEMPTION UNDER SIMILAR LAW.

 

THIS CERTIFICATE REPRESENTS TWO “REGULAR INTERESTS” 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-10-3


     


    
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS HRR

 

	
Pass-Through Rate: VARIABLE IN ACCORDANCE WITH THE TRUST AND SERVICING AGREEMENT

	
 


	 	 
	
First Distribution Date:  March 16, 2020

	
 


	 	 
	
Aggregate Initial Certificate Balance of the Class HRR Certificates:  $50,000,000

	
Rated Final Distribution Date:
N/A


	 	 
	
CUSIP: [46652BBW8]
ISIN: [US46652BBW81]3

 

	
Initial Certificate Balance of this
Certificate:  $[__]
                    


	
CUSIP: [U4815BAY5]
ISIN: [USU4815BAY57]4

 

	
 


	
CUSIP: [46652BBX6]
ISIN: [US46652BBX64]5

 

No.:  HRR-[1]

	
 




 

This certifies that CRE FUND INVESTMENTS III LLC is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class HRR Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized fixed and floating rate 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, Class H and Class R Certificates (collectively with the Class HRR Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 


 


 



 


3
       For Certificate sold in reliance on Rule 144A only.


 


4
       For Regulation S Global Certificate only.


 


5
       For IAI Certificates.


 


    Exhibit A-10-4


     


    
This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the 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 16th calendar day of the month, or if not a Business Day, the next Business Day after the 16th calendar day of the month, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which (i) with respect to the Class HRR (FX) Component, will be the close of business on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs, and (ii) with respect to the Class HRR (FL Component), will be the Business Day immediately preceding such Distribution Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable and any Prepayment Charges and any other amounts allocable to the Class HRR Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of

 


    Exhibit A-10-5


     


    
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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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

 


    Exhibit A-10-6


     


    
death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution 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-10-7


     


    
IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated: March 5, 2020

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Certificate Administrator


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class HRR Certificates referred to in the Trust and Servicing Agreement.

 

Dated: March 5, 2020

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 


    Exhibit A-10-8


     


    
SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this Definitive 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-10-9


     


    
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-10-10


     


    
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-10-11


     


    
EXHIBIT A-11

 

FORM OF CLASS R CERTIFICATES

 

CLASS R

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, ANY BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING TRUST LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.

 

THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL 

 


    Exhibit A-11-1


     


    
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, DISQUALIFIED NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.3 OF THE TRUST AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT 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. 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.  BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), 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-11-2


     


    
J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-NNN
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-NNN, CLASS R

 

	
Pass-Through Rate:  N/A

	
 


	
First Distribution Date:  N/A

	
 


	
Percentage Interest of the Class R Certificates:  100%

	
Rated Final Distribution Date: N/A




 

	
CUSIP:  46652BBU2
ISIN: US46652BBU261

No.:  R-[1]

	
 




 

This certifies that JPMorgan Chase Bank, National Association is the registered owner of the percentage interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class R Certificates.  The Trust Fund consists primarily of three promissory notes secured by certain Collateral held in trust by the Trustee evidencing a componentized floating rate 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, Class H and Class HRR Certificates (collectively with the Class R Certificates, the “Certificates”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.

 

Pursuant to the terms of the Trust and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) and to the extent and subject to the limitations set forth in the Trust and Servicing Agreement, on the

 


 



 


1
       For Certificate sold in reliance on Rule 144A only.



 


    Exhibit A-11-3


     


    
Distribution Date to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs or, in the case of the first Distribution Date, the Closing Date.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, 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.  The final distribution on each Certificate shall 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.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Trust Loan, 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 Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, 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 Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer 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 Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the

 


    Exhibit A-11-2 


     


    
Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor 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 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.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and 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 Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 11 of the Trust and Servicing Agreement following 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, the sale of the Trust Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Properties 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 United States ambassador to the Court of St. James’s, living on the date of execution 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.

 

The Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the Tax Matters Person, pursuant to Treasury Regulations Section 1.860F-4(d) and the “partnership representative” (within the meaning of Code Section 6223, to the extent such provision is applicable to the Upper-Tier REMIC and the Lower-Tier REMIC) of the

 


    Exhibit A-11-3 


     


    
Upper-Tier REMIC and Lower-Tier REMIC.  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 appointment of the Certificate Administrator as the agent of the Class R Certificateholders to perform all of the duties of the Tax Matters Person and “partnership representative” for the Upper-Tier REMIC and the Lower-Tier REMIC.

 

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 fully as possible.

 

(ii)   No Residual Ownership Interest may be transferred, and no such transfer shall be registered in the Certificate Register, without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed Transfer shall not be effective, without such consent with respect thereto.  In connection with any proposed Transfer of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the form attached as Exhibit J-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 income tax treaty, of such proposed transferee or any other U.S. 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(n) of the Trust and Servicing Agreement

 


    Exhibit A-11-4 


     


    
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 J-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 Transferee Affidavit are false.

 

(iii)  Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however, 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 and the Certificate Administrator shall act in accordance with such requirement. 

 


    Exhibit A-11-5 


     


    

IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated: March 5, 2020

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
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 5, 2020

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 


    Exhibit A-11-6 


     


    
SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this Rule 144A Definitive 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-11-7 


     


    
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-11-8 


     


    
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-11-9 


     


    
 





 



EXHIBIT
B


 


FORM
OF REQUEST FOR RELEASE

(for Certificate Administrator)


 


	Loan
    Information
	 	Name
    of Mortgagor:	
	 	[Servicer]
    [Special Servicer] Loan No.:	
	Certificate
    Administrator
	 	Name:	Wells
    Fargo Bank, National Association
	 	Address:	Wells
    Fargo Bank, National Association

    1055 10th Avenue SE

    Minneapolis, MN 55414

    Attention:  CTS – Document Custody Group

                      JPMCC 2020-NNN
	 	Custodian/Certificate
    Administrator  Mortgage File No.:	
	Depositor
	 	Name:	J.P.
    Morgan Chase Commercial Mortgage Securities Corp.
	 	Address:	383
        Madison Avenue, 8th Floor, New York, New York 10179, Attention: Kunal K. Singh

	 	Certificates:	J.P.
    Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN


 


The
undersigned [Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as certificate
administrator (the “Certificate Administrator”), for the Holders of J.P. Morgan Chase Commercial Mortgage Securities
Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN, 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 5, 2020, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer,
Wells Fargo Bank, National


 






     Exhibit B-1


     


    

 


Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor (the “Trust and Servicing
Agreement”).


 


		(
                            )	Note(s)
                                         dated March 5, 2020, in the original principal sum of $______, made by _______, payable
                                         to, or endorsed to the order of, the Trustee.



 


		(
                            )	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, 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 Certificate Administrator 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.


 






     Exhibit B-2


     


    

 


(4)       The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be held for the account
of the Trustee, 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.


 


	 	[Servicer] [Special Servicer]
	 	 	 
		By:	 
	 	 	Name:

                              Title:



 


	 	Acknowledged
               and agreed:
	 	 	 
	 	WELLS
               FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
		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)


 


Wells
Fargo Bank, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor





MAC
N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, Class [__]


 





Reference
is hereby made to the Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor. 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:





 









 





*
       Select appropriate depository.


 






     Exhibit C-1


     


    

 


(1)          the
offer of the Certificates was not made to a person in the United States;


 


[(2)
        at the time the buy order was originated, the transferee was outside the United
States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside
the United States;]**


 


[(2)
        the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged
with a buyer in the United States;]**


 


(3)          no
directed selling efforts 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 Operating Advisor, the Trustee, the
Certificate Administrator, the Servicer, the Special Servicer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

                              Title:



 


Dated:
_______


 


cc:
J.P. Morgan Chase Commercial Mortgage Securities Corp.


 









 





**
       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)


 


Wells
Fargo Bank, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor





MAC
N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, Class [__]


 





Reference
is hereby made to the Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor. 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, (i) 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,


 






     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 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;


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify
that the Certificates are being transferred in a transaction permitted by Rule 144 under 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 Operating Advisor, the Trustee, the
Certificate Administrator, the Servicer, the Special Servicer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

                              Title:



 


Dated:
________


 


cc:
J.P. Morgan Chase Commercial Mortgage Securities Corp.


 









 





		*	Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



		**	Select
(i) or (ii), as applicable.



 




     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)


 


Wells
Fargo Bank, National Association,

       as Certificate Registrar

600 South 4th Street, 7th Floor





MAC
N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, Class [__]


 





Reference
is hereby made to the Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor. 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


 









 





*
       Select appropriate depository.


 






     Exhibit E-1


     


    

 


Rule 144A
and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, the Operating Advisor, the Trustee, the
Certificate Administrator, the Servicer, the Special Servicer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

                              Title:



 


Dated:
_______


 


cc:
J.P. Morgan Chase Commercial Mortgage Securities Corp.


 




     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)


 


Wells
Fargo Bank, National Association,

       as Certificate Registrar

600 South 4th Street, 7th Floor





MAC
N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, Class [__]


 





Reference
is hereby made to the Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor. 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 an institution and is not a U.S.
Person as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are


 









 





*
       Select, as applicable.


 






     Exhibit F-1


     


    

 


commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor, and the Initial Purchasers.


 


		Dated:	 	 



 


	 	By:	 
			as,
                                         or as agent for, the holder of a beneficial interest in the Certificates to which this
                                         certificate relates.



 




     Exhibit F-2


     


    


 


EXHIBIT
G


 


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)


 


Wells
Fargo Bank, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor





MAC
N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, Class [__]


  





Reference
is hereby made to the Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor. 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 No. [______]) 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;


 









 





*
       Select appropriate depository.


 






     Exhibit G-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 Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

                              Title:



 


Dated:
________


 


cc:
J.P. Morgan Chase Commercial Mortgage Securities Corp.


 









 





**
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 




     Exhibit G-2


     


    


 


EXHIBIT
H


 


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)


 


Wells
Fargo Bank, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor





MAC
N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, Class [__]






 





Reference
is hereby made to the Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor. 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, (i) 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,


 






     Exhibit H-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;


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify
that the Certificates are being transferred in a transaction permitted by Rule 144 under 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 Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Operating Advisor and the Initial Purchasers.


  


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

                              Title:



 


Dated:
_______


 


cc:
J.P. Morgan Chase Commercial Mortgage Securities Corp.


 









 





		*	Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.



		**	Select
(i) or (ii), as applicable.



 




     Exhibit H-2


     


    


 


EXHIBIT
I


 


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)


 


Wells
Fargo Bank, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor





MAC
N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, Class [__]


 








Reference
is hereby made to the Trust and Servicing Agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor. 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


 






     Exhibit I-1


     


    

 





commenced
or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this
certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your
benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Operating Advisor and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

                              Title:



 


Dated:
_______


 


cc:
J.P. Morgan Chase Commercial Mortgage Securities Corp.


 




     Exhibit I-2


     


    


 


EXHIBIT
J-1


 


FORM
OF AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Wells
Fargo Bank, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor





MAC
N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN (the “Certificates”) issued pursuant
                                         to the Trust and Servicing Agreement, dated as of March 5, 2020 (the “Trust
                                         and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities
                                         Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
                                         LLC, as Operating Advisor


 





	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 860E 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


 






    Exhibit J-1-1


     


    

 





the
foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the
FHLMC, 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.


 


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 “United States person” as defined in Section 7701(a) of the Code and the regulations promulgated
thereunder (the Purchaser’s U.S. taxpayer identification number is [______]). The Purchaser is not classified as a partnership
under the Code (or, if so classified, all of its beneficial owners are United States persons).


 


6.            No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.            The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.            The
Purchaser is a Permitted Transferee.


 


9.            Check
the applicable paragraph:


 


☐
          The present value of the anticipated tax liabilities associated with
holding the Class R Certificate, as applicable, does not exceed the sum of:


 


(i)           the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)          the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)         the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






    Exhibit J-1-2


     


    

 


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 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.


 


☐
          The transfer of the Class R Certificate complies with U.S. Treasury
Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          
the Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)         
at the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the
Purchaser had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within
the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of
$10 million;


 


(iii)        
the Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)         the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐
          None of the above.


 


10.          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.


 


11.          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.


 


12.          The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






    Exhibit J-1-3


     


    

 





13.          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.


 



14.          The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


15.          The
Purchaser is a QIB purchasing for its own account, or a Person purchasing for the account of another QIB.


 


16.          The
Purchaser has reviewed the provisions of Section 5.3 of the Trust and Servicing Agreement, a description of which provisions
may be set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


17.          The
Purchaser consents to the designation of the Certificate Administrator as agent of the “partnership representative”
within the meaning of Section 6223 of the Code and the Tax Matters Person of the  Lower-Tier REMIC and the Upper-Tier REMIC,
in each case pursuant to Section 13.1 of the Trust and Servicing Agreement. 


 


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 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


 






    Exhibit J-1-4


     


    

 


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 J-1-5


     


    


 




EXHIBIT
J-2


 


FORM
OF TRANSFEROR LETTER


 


[Date] 


 


Wells
Fargo Bank, National Association,

     as Certificate Registrar

600 South 4th Street, 7th Floor 


MAC
N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN (the “Certificates”)


 


Ladies
and Gentlemen:


 





This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Trust and Servicing
Agreement, dated as of March 5, 2020 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital
Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee,
and Pentalpha Surveillance LLC, as Operating Advisor. 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)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Trust and Servicing Agreement as Exhibit J-1. The Transferor does not know or believe that any representation contained therein
is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be


 






    Exhibit J-2-1


     


    

 


respected
for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation. 


	 	 	 
	 	Very truly
    yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    Exhibit J-2-2


     


    

 


EXHIBIT
J-3


 


FORM
OF ERISA REPRESENTATION LETTER


 


[Date]


 


Wells
Fargo Bank, National Association,

     as Certificate Registrar

600 South 4th Street, 7th Floor 


MAC
N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


 


Wells
Fargo Bank, National Association,
      as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention: Corporate Trust Services – JPMCC 2020-NNN


 


[Transferor]

[______]

[______]

Attention: [______]


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN


 


Ladies
and Gentlemen:


 





The
undersigned (the “Purchaser”) proposes to purchase [$[____] Initial Certificate Balance] [[__]% Percentage
Interest] in the J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates,
Series 2020-NNN, Class [__] Certificates (the “Certificate”) issued pursuant to that certain trust and
servicing agreement dated as of March 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan
Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor. Capitalized terms used and not otherwise defined herein
have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the
Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
that is subject to any federal, state or local law that is, to a material


 






    Exhibit J-3-1


     


    

 


extent,
similar to the foregoing provisions of ERISA or 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 Certificate, other than (in the
case of the Class F-FL, Class F-FX, Class G-FL, Class G-FX, Class H-FL, Class X-HFL, Class H-FX or Class HRR Certificates) an
insurance company using assets of its general account under circumstances whereby such purchase and the subsequent holding of
such Class F-FL, Class F-FX, Class G-FL, Class G-FX, Class H-FL, Class X-HFL, Class H-FX or Class HRR Certificates by such insurance
company would be exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Code Section 4975 under
Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption 95-60, or a substantially similar exemption
under Similar Law.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____. 


	 	 	 
	 	Very truly
    yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    Exhibit J-3-2


     


    

 


EXHIBIT
J-4


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RISK RETENTION CERTIFICATES


 


[Date]


 





Wells
Fargo Bank, National Association

   as Certificate Administrator

9062 Old Annapolis Road 


Columbia,
Maryland 21045-1951 


Attention:
Risk Retention Custody (CMBS) – JPMCC 2020-NNN 


with
a copy to: 


Email:
riskretentioncustody@wellsfargo.com


 


JPMorgan
Chase Bank, National Association 


383
Madison Avenue 


8th
Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp. 


383
Madison Avenue 


8th
Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN (the “Certificates”) issued pursuant to the
                                         Trust and Servicing Agreement (the “Trust and Servicing Agreement”), dated
                                         as of March 5, 2020, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
                                         as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as
                                         Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance
                                         LLC, as Operating Advisor


 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar, as “retaining
sponsor” as such term is defined in the Credit Risk Retention Rules or as Depositor that:


 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the Class HRR Certificates, which
                                         are Risk Retention Certificates, from [_____] (the “Transferor”).



 






    Exhibit J-4-1


     


    

 





		2.	The
                                         Purchaser is aware that the Certificate Registrar will not register any transfer of a
                                         Risk Retention Certificate by the Transferor unless the Purchaser, or such Purchaser’s
                                         agent, delivers to the Certificate Registrar, among other things, a certificate in substantially
                                         the same form as this certificate. The Purchaser expressly agrees that it will not consummate
                                         any such transfer if it knows or believes that any representation contained in such certificate
                                         is false.


 


		3.	Any
                                         transfer of a Risk Retention Certificate to a person that is or will be a Plan, or any
                                         Person acting on behalf of any such plan or using the assets of a Plan to purchase such
                                         Certificate will be effected through J.P. Morgan Securities LLC.



 


		4.	Check
                                         one of the following:



 


☐       The
Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in the Credit Risk Retention Rules or the Depositor that the transfer will occur during the Risk Retention Period and
that the transfer will comply with all applicable requirements of the Credit Risk Retention Rules.


 


☐       The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term
is defined in the Credit Risk Retention Rules or as Depositor, that the transfer will occur after the termination of the after
the Risk Retention 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[__].


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit J-4-2


     


    

 


EXHIBIT
J-5


 


FORM
OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF RISK RETENTION CERTIFICATES


 


[Date]


 





Wells
Fargo Bank, National Association 


   as
Certificate Administrator 


9062
Old Annapolis Road 


Columbia,
Maryland 21045-1951 


Attention:
Risk Retention Custody (CMBS) – JPMCC 2020-NNN 


with
a copy to: 


Email:
riskretentioncustody@wellsfargo.com


 


JPMorgan
Chase Bank, National Association 


383
Madison Avenue 


8th
Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh 


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp. 


383
Madison Avenue 


8th
Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN (the “Certificates”)


 


Ladies
and Gentlemen:


 





This
is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”)
of $[_____] Certificate Balance of the Class HRR Certificates, which are Risk Retention Certificates. The Certificates were issued
pursuant to the Trust and Servicing Agreement, dated as of March 5, 2020 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor. 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 that:


 






    Exhibit J-5-1


     


    

 





		1.	The
                                         transfer is in compliance with Sections 5.1, 5.2 and 5.3 of the Trust and Servicing Agreement
                                         and the Third Party Purchaser Agreement.


 


		2.	The
                                         Transferor has provided notice to the Depositor of the transfer no later than ten (10)
                                         days prior to the occurrence of the transfer.



 


		3.	Any
                                         transfer of a Certificate evidencing a Risk Retention Certificate to a person that is
                                         or will be a Plan, or any Person acting on behalf of any such plan or using the assets
                                         of a Plan to purchase such Certificate will be effected through J.P. Morgan Securities
                                         LLC.



 


		4.	Check
                                         one of the following:



 


☐       The
Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in the Credit Risk Retention Rules or the Depositor that the transfer will occur during the Risk Retention Period and
that the transfer will comply with all applicable requirements of the Credit Risk Retention Rules.


 


☐       The
Transferor certifies, represents and warrants to the Certificate Registrar or the Depositor that the transfer will occur after
the termination of the Risk Retention Period.


 


		5.	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 J-4. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


	 	 	 
	 	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit J-5-2


     


    

 


EXHIBIT
J-6


 


FORM
OF REQUEST OF SPONSOR CONSENT FOR RELEASE OF THE HRR

CERTIFICATES


 


[Date]


 


TO
BE SENT BY ELECTRONIC MAIL TO THE CERTIFICATE ADMINISTRATOR BY THIRD PARTY PURCHASER 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody – JPMCC 2020-NNN 


Email:
RiskRetentionCustody@wellsfargo.com


 


TO
BE SENT BY ELECTRONIC MAIL TO THE RETAINING SPONSOR BY THE CERTIFICATE ADMINISTRATOR 


JPMorgan
Chase Bank, National Association 


383
Madison Avenue, 8th Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh 


email:
US_CMBS_Notice@jpmorgan.com


 


JPMorgan
Chase Bank, National Association 


4
New York Plaza, 21st Floor 


New
York, New York 10004 


Attention:
SPG Legal 


email:
US_CMBS_Notice@jpmorgan.com


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust Commercial Mortgage Pass-Through Certificates,
                                         Series 2020-NNN (the “Certificates”)



  


Ladies
and Gentlemen:


 





This
is delivered to you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance
of the Class HRR Certificates from the Third Party Purchaser Safekeeping Account [and, in connection with the termination of the
Risk Retention Period (the completion of which is subject to the consent of the Retaining Sponsor), request to transfer such Class
HRR Certificates pursuant to the enclosed transfer certification].


 


The
Certificates were issued pursuant to the Trust and Servicing Agreement, dated as of March 5, 2020 (the “Trust and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee,


 






    Exhibit J-6-1


     


    

 


and
Pentalpha Surveillance LLC, as Operating Advisor. All capitalized terms used but not otherwise defined herein shall have the respective
meanings set forth in the Trust and Servicing Agreement.


 


Check
one of the following:


 


☐       The
Third Party Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as
such term is defined in the Credit Risk Retention Rules or the Depositor that the release will occur during the Risk Retention
Period and that the release will comply with all applicable requirements of the Credit Risk Retention Rules.


 


☐       The
Third Party Purchaser certifies, represents and warrants to the Certificate Registrar or the Depositor that the transfer will
occur after the termination of the Risk Retention Period (the completion of which is subject to the consent of the Retaining Sponsor).


 


The
Third Party Purchaser hereby requests your written consent to the Release.


 


IMPORTANT
NOTICE: IF YOU FAIL TO RESPOND TO THE CERTIFICATE ADMINISTRATOR IN WRITING AT THE CONTACT INFORMATION SET FORTH BELOW WITHIN 10
BUSINESS DAYS AFTER YOUR RECEIPT OF THIS REQUEST, THEN THE RELEASE WILL BE DEEMED TO HAVE BEEN APPROVED BY YOU UNDER THE TRUST
AND SERVICING AGREEMENT.


 


NOTWITHSTANDING
THE FOREGOING, ANY REQUEST TO RELEASE IN CONNECTION WITH A DETERMINATION THAT THE RISK RETENTION PERIOD HAS ENDED SHALL BE COUNTERSIGNED
BY THE RETAINING SPONSOR AND SHALL NOT BE RELEASED WITHOUT THE RETAINING SPONSOR’S COUNTERSIGNATURE.


 


The
contact information of the Certificate Administrator is:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – JPMCC 2020-NNN

Email: RiskRetentionCustody@wellsfargo.com


 






    Exhibit J-6-2


     


    

 


	 	Sincerely,
	 	 
	 	[THIRD PARTY PURCHASER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


CONSENT
TO RELEASE: 


 


RETAINING
SPONSOR


 


	 	 
	By:	 
	Name:	 
	Title:	 
	Email:	 


 






    Exhibit J-6-3


     


    

 


EXHIBIT
K-1


 





FORM
OF INVESTOR CERTIFICATION FOR NON-BORROWER AFFILIATES


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attn: Corporate Trust Services – CMBS JPMCC 2020-NNN


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attn: CMBS


 


Attention:              J.P.
Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN


 





In
accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to the Trust
and Servicing Agreement, dated as of March 5, 2020 (the “Agreement”), by and among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital
Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity,
the “Certificate Administrator”) and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor, with
respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.             The
undersigned is either (a) a Certificateholder, a Beneficial Owner or a prospective purchaser of the Class ___ Certificates, (b)
a Trust Loan Seller that repurchases its interest in the Trust Loan, (c) the Directing Certificateholder or (d) a holder of any
Companion Loan (or any Companion Loan Security).


 


2.             The
undersigned is not a Borrower Affiliate, a Restricted Holder, a Manager, or an agent or an Affiliate of any of the foregoing.


 


[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


 






    Exhibit K-1-1


     


    

 





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;
provided, however, that the obligations of the undersigned to keep any such information confidential shall expire
one year following the date that the undersigned is no longer a Certificateholder or a Beneficial Owner of a Class of Certificates
or is not a purchaser of Certificates in the case of a prospective purchaser.


 


The
undersigned agrees that it will use the Information solely for purposes of analyzing its investment in the Certificates and will
not use the Information for any other purposes. 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 Operating Advisor, 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.


 


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.


 


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:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone: 	 	 	 


 






    Exhibit K-1-2


     


    

 


EXHIBIT
K-2


 


FORM
OF INVESTOR CERTIFICATION FOR BORROWER AFFILIATES


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045

Attn: Corporate Trust Services – CMBS JPMCC 2020-NNN


 


Attention:              J.P.
Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN


 


In
accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust
and Servicing Agreement, dated as of March 5, 2020 (the “Agreement”), by and among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital
Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity,
the “Certificate Administrator”) and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor, with
respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


1.            
The undersigned is either (a) a Certificateholder, a Beneficial Owner or a prospective purchaser of the Class ___ Certificates,
(b) a Trust Loan Seller that repurchases its interest in the Trust Loan, (c) the Directing Certificateholder or (d) a holder of
any Companion Loan (or any Companion Loan Security).


 


2.            
The undersigned is a Borrower Affiliate, a Restricted Holder, a Manager, or an agent or Affiliate of the foregoing. 


 


3.            
The undersigned is requesting access to the Distribution Date Statement information in accordance with the Agreement (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 agrees that it will use the Information solely for purposes of analyzing its investment in the Certificates and will
not use the Information for any other purposes. 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



 






    Exhibit K-2-1


     


    

 


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 Operating Advisor, 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.


 


5.            
Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


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:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone: 	 	 	 


 






    Exhibit K-2-2


     


    

 


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 below shall include
any Sub-Servicer engaged by a Servicer or Special Servicer.


 


	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

        
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Servicer

    Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Servicer

        Special
        Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator 
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	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




 






    Exhibit L-1


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable

                                                                                PARTY

	Reference	Criteria	 
	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.	N/A
	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.	N/A
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	N/A
	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.	N/A
	 	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

    Certificate Administrator
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	N/A
	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
	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
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	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


        Operating
        Advisor

        



 






    Exhibit L-2


     


    

 


	APPLICABLE
    Servicing Criteria 	applicable

                                                                                PARTY

	Reference	Criteria	 
	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




 


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.


 






    Exhibit L-3


     


    

 



EXHIBIT
M


 


NRSRO
CERTIFICATION


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045

Attention: Corporate Trust Services CMBS – JPMCC 2020-NNN


 


Attention:             J.P.
Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN



 





In
accordance with the requirements for obtaining certain information pursuant to the Trust and Servicing Agreement, dated as of
March 5, 2020 (the “Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor, with respect to the above-referenced certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


		1.	(a)
                                         The undersigned is a Rating Agency; or



 





(b)
The undersigned is a nationally recognized statistical rating organization as defined under Section 3(a)(62) of the Exchange Act
and has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e), has access to the Depositor’s
17g-5 website, is requesting access pursuant to the Agreement to certain information (the “Information”) on
the 17g-5 Information Provider’s Website pursuant to the provisions of the Agreement, and agrees that it shall be bound
by the provisions of the confidentiality agreement attached hereto as Annex A, which shall be applicable to the undersigned with
respect to any information obtained from the 17g-5 Information Provider’s Website, including any information that is obtained
from the section of the 17g-5 Information Provider’s Website that host the Depositor’s 17g-5 website after the Closing
Date.


 


		2.	The
                                         undersigned agrees that each time it accesses the 17g-5 Information Provider’s
                                         Website, it is deemed to have recertified that the representations herein contained 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.


 





		 



		Nationally
                            Recognized Statistical Rating Organization



 


	 	Name: 	 


 


	 	Title: 	 


 


	 	Company: 	 


 

	 	Phone: 	 



 


	 	Email:	 


  




    Exhibit M-2


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 





This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with JP Morgan Securities
LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the J.P. Morgan Chase
Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates, Series 2020-NNN (the “Certificates”)
pursuant to the Trust and Servicing Agreement, dated as of March 5, 2020 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor, and the assets underlying or
referenced by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors,
managers and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Trust and Servicing Agreement,
including the section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the
Closing Date (as defined in the Trust and Servicing Agreement). Information provided by each Furnishing Entity is labeled as provided
by the specific Furnishing Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Trust and Servicing Agreement, including the status
thereof; provided, however, that the term Confidential Information shall not include information which:


 


		●	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
                                         below) in violation of this Confidentiality Agreement;



 


		●	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or



 


		●	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 






    Exhibit M-3


     


    

 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


		●	disclose
                                         the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
                                         employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
                                         who, in the reasonable judgment of the NRSRO, need to know such Confidential Information
                                         in connection with the Intended Purpose; provided, that, prior to disclosure of
                                         the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable
                                         precautions to ensure, and shall be satisfied, that such NRSRO Representative will act
                                         in accordance with this Confidentiality Agreement;



 


		●	solely
                                         to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),
                                         post the Confidential Information to the NRSRO’s password protected website; and



 


		●	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and


 






    Exhibit M-4


     


    

 


provided
that you been informed by written notice that the related Furnishing Entity is seeking a protective order or other reasonable
assurance for confidential treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential
Information while the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential
treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order
or other reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that
is being disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the
NRSRO be required to take a position that such information should be entitled to receive such a protective order or reasonable
assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree
to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing
Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the
provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required
to disclose, at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain
any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents
prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of
this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to


 






    Exhibit M-5


     


    

 


which
a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that no failure to or delay in exercising
any right, power or privilege hereunder shall preclude any other or further exercise of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 





	 	JP
    Morgan Securities LLC 383 

    Madison Avenue, 8th Floor 

    New York, New York 10179



  




    Exhibit M-6


     


    

 


EXHIBIT
N-1


 





Form
of Transferor Certificate for Transfer of the Excess Servicing 

Fee Rights


 


[Date]


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN


 



 


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 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor. 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 Depositor,
that:


 


1.             The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loan for which _________________
is the Servicer (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 (including 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


 






    Exhibit N-1-1


     


    

 


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 N-1-2


     


    

 


EXHIBIT
N-2


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 





J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh



 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head

Facsimile: (888) 706-3565


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN



 


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 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset
Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and Pentalpha
Surveillance LLC, as Operating Advisor. 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 with respect to the Mortgage Loan as to which __________________
is the applicable Servicer (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, the 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


 






    Exhibit N-2-1


     


    

 


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 and qualification and (A) the Depositor has received a certificate from
the prospective transferor substantially in the form attached as Exhibit N-1 to the Trust and Servicing Agreement, and (B) each
of the Servicer and the Depositor have received a certificate from the prospective transferee substantially in the form attached
as Exhibit N-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 the Trust and Servicing Agreement (including, without limitation, Section 3.17 therein),
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 (including 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.


 






    Exhibit N-2-2


     


    

 


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, 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 not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’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
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder 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 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 Persons’ 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 N-2-3


     


    

 


EXHIBIT
O


 


FORM
OF ONLINE MARKET DATA PROVIDER CERTIFICATE


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.


 





In
connection with the J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through Certificates,
Series 2020-NNN (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg L.P., Trepp, LLC, Intex Solutions, Inc.,
                                         BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com Inc., Thomson
                                         Reuters, Moody’s Analytics, Markit Group Limited, MBS Data, LLC or DealView Technologies
                                         Ltd, a market data provider that has been given access to the Distribution Date Statements,
                                         CREFC Reports and supplemental notices on www.ctslink.com (“CTSLink”)
                                         by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor, and any confidentiality agreement applicable to the undersigned with respect
                                         to information obtained from the Depositor’s 17g-5 website shall also be applicable to
                                         information obtained from CTSLink.



 


		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 Operating Advisor, the Trustee,
                                         the Certificate Administrator, the Servicer, the Special Servicer and the Trust 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 pursuant to which the Certificates were issued.



 


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.


 






    Exhibit O-1


     


    

 


	 	 	 
		By:	 
	 	 	Name:

                              Title:


 




    Exhibit O-2


     


    

 


EXHIBIT
P


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association,


as
Certificate Administrator


600
South 4th Street, 7th Floor 


MAC
N9300-070

Minneapolis, MN 55479

Attention: Certificate Transfer Services — CTS — JPMCC 2020-NNN


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Real Estate Structured Finance – Securitization Group


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.1 of the Trust and Servicing Agreement, dated as of March 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor, on behalf of the holders of the J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage
Pass-Through Certificates, Series 2020-NNN (the “Certificates”) in connection with the transfer by _________________
(the “Seller”) to the undersigned (the “Purchaser”) of $_______________ aggregate Certificate
Balance of Class ___ Certificates (the “Certificate”). Capitalized terms used and not otherwise defined
herein shall have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.





 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       [For
Institutional Accredited Investors only] The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institutional
“accredited investor” (an entity meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
under the Securities Act of 1933, as amended (the “Securities Act”)) or an entity all of the equity owners
of which are such institutions, and has such knowledge and experience in financial and business matters as to be capable of evaluating
the merits and risks of its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each
able to bear the economic risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates
purchased by it for its own account or for one or more accounts (each of which is an institutional “accredited investor”)
as to each of which the Purchaser exercises sole investment discretion.


 






    Exhibit P-1


     


    

 





The
Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


[For
Qualified Institutional Buyers only] The Purchaser is a “qualified institutional buyer” within the meaning of Rule
144A (“Rule 144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”).
The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to
obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


 


2.             
The Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or
(b) for resale to (i) “qualified institutional buyers” in transactions under Rule 144A, and not in any event
with the view to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class
R Certificate) to non-U.S. Securities Persons in “offshore transactions” as defined in Rule 902(h) of Regulation S
promulgated under the Securities Act, subject in each case to the delivery of a Transfer Certificate in the form of Exhibit G,
Exhibit H or Exhibit I, as applicable, to the Trust and Servicing Agreement. The Purchaser understands that the Certificate (and
any subsequent Certificate issued in transfer or exchange therefor) 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 has reviewed the preliminary Offering Circular and the final Offering Circular relating to the Certificates (collectively,
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.


 


4.             
The Purchaser acknowledges that the Certificate (and any Certificate issued in transfer or exchange therefor) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be resold unless it is registered or qualified thereunder or unless an exemption from such registration or qualification
is available.


 


5.             
The Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as
an owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects
as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.             
The Purchaser will not sell or otherwise transfer all or any portion of the Certificates, except in compliance with Section 5.3
of the Trust and Servicing Agreement. 


 






    Exhibit P-2


     


    

 


7.              
Check one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
                                         Purchaser is not a U.S. 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 Certificate. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable
                                         (or successor form), which identifies such Purchaser as the beneficial owner of the Certificate
                                         and states that such Purchaser is not a U.S. Person, (ii) IRS Form W-8IMY (with all appropriate
                                         attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI
                                         (or successor form), which identify such Purchaser as the beneficial owner of the Certificate
                                         and state that interest and original issue discount on the Certificate and Permitted
                                         Investments is, or is expected to be, effectively connected with a U.S. trade or business.
                                         The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN,
                                         IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any
                                         applicable successor IRS forms, or such other certifications as the Certificate Registrar
                                         may reasonably request, on or before the date that any such IRS form or certification
                                         expires or becomes obsolete, or promptly after the occurrence of any event requiring
                                         a change in the most recent IRS form of certification furnished by it to the Certificate
                                         Registrar.



 


For
this purpose, “U.S. Person” means a citizen or resident of the United States, a corporation or partnership
(except to the extent provided in applicable Treasury Regulations) or other entity created or organized in, or under the laws
of, the United States, any State thereof or the District of Columbia, including any entity treated as a corporation or partnership
for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source
or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust,
and one or more such U.S. 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 have elected to be treated as U.S. Persons). 


 









 


**
Each Purchaser must include one of the two alternative certifications.


***
Does not apply to a transfer of Class R Certificates. 


  




    Exhibit P-3


     


    

 


8.       Please
make all payments due on the Certificates:****


 



	 	☐	(a)	by
                                         wire transfer to the following account at a bank or entity in New York, New York, having
                                         appropriate facilities therefor:



 


	 	Bank:	 	 






	 	ABA #:	 	 






	 	Account #:	 	 






	 	Attention:	 	 



   





		☐	(b)	by
                                     mailing a check or draft to the following address:



 





	 	 	 	 
	 	  	  	 
	 	 	 	 


 


9.          If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a non-U.S. Person.  



 





	 	Very truly yours,
	 	 
	 	 	 
	 	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:

    Title:



 


Date


 


 












 


****
Only to be filled out by Purchasers of Definitive Certificates. Please select (a) or (b). For holders of Definitive Certificates,
wire transfers are only available if such holder’s Definitive Certificates have an aggregate Certificate Balance or Notional
Amount, as applicable, of at least U.S. $5,000,000.



 






    Exhibit P-4


     


    

 


EXHIBIT Q


 


FORM OF NOTICE OF MEZZANINE EQUITY COLLATERAL
FORECLOSURE


 


Wells Fargo
Bank, National Association,


as Certificate Administrator 


9062 Old
Annapolis Road


Columbia,
Maryland 21045


Attention:
Corporate Trust Services (CMBS) – JPMCC 2020-NNN


 


		Re:	Attention: J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN,
Commercial Mortgage Pass-Through Certificates, Series 2020-NNN



 


In accordance with
the Trust and Servicing Agreement, dated as of March 5, 2020 (the “Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor, with respect to the above-referenced
certificates, the undersigned hereby notifies you that Mezzanine Lender has accelerated the Mezzanine Loan and/or have commenced
foreclosure or similar proceedings against the related Mezzanine Equity Collateral, as described below:


 


[_____________]


 


Pursuant to Section
3.21(c) of the Agreement, upon receipt of this notice, you are required to cause each Privileged Person to re-submit any Investor
Certification previously delivered by such Privileged Person, prior to allowing it access to the information on your Internet website.


 


Capitalized terms used
but not defined herein shall have the meanings ascribed thereto in the Agreement.


 


	 	 	[SPECIAL SERVICER]
	 	 	 
	Name:	 	 
	Title:	 	 



 



    Exhibit Q-1


     


    

 


EXHIBIT
R


 


CREFC®
PAYMENT INFORMATION 


 


Payments
shall be made to “CRE Finance Council” and sent to:

Commercial Real Estate Finance Council, Inc.

900 7th Street, NW, Suite 820

Washington, DC 20001

Attn: President


 


or
by wire transfer to:



Account Name: Commercial Real Estate Finance Council (CREFC)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


  




    Exhibit R-1


     


    

 


EXHIBIT
S


 


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 are obligated pursuant to Section 14.4 of the Trust and Servicing Agreement to disclose
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, 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 knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Operating Advisor, the Certificate Administrator, the Trustee,
the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such)
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 notice to the contrary from the Depositor, Other Depositor or a Trust
Loan Seller. Each of the Operating Advisor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each
Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to assume that there is
no “significant obligor” other than a party or property identified as such in the prospectus relating to the Other
Securitization and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-D
that relates to any Mortgage Loan for which the Servicer or the Special Servicer is not the Servicer or the Special Servicer,
as the case may be. For this Agreement and any Other Securitization Trust, each of the Operating Advisor, the Certificate Administrator,
the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (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 Circular and the offering
materials with respect to any related Other Securitization Trust.


 


	Item
    on Form 10-D	Party
    Responsible
	 

                                                                                                                                                       Item
                                         1A: Distribution and Pool Performance Information:

         

        ●      Item
        1121(a)(13) of Regulation AB

         
	●      Certificate
    Administrator
	Item
                                         1B: Distribution and Pool Performance Information:	●      Certificate
                                         Administrator



 






    Exhibit S-1


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	

         

        ●      Item
1121(a)(14) of Regulation AB

         
	 
        

        ●     Depositor

         

	 

                                                                                                                                                       Item
                                         2: Legal Proceedings:

         

        ●      Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)

         
	 

                                                                                                                         ●     Servicer
                                         (as to itself)

         

        ●     Special
        Servicer (as to itself)

         

        ●     Certificate
        Administrator (as to itself)

         

        ●     Trustee
        (as to itself)

         

        ●     Depositor
        (as to itself)

         

        ●     Operating
        Advisor (as to itself)

         

        ●     Any
        other Reporting Servicer (as to itself)

         

        ●     Trustee/Certificate
        Administrator/Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●     Each Trust Loan Seller as sponsor (as defined in Regulation AB)

         

        ●     Originators
        under Item 1110 of Regulation AB

         

        ●     Party
        under Item 1100(d)(1) of Regulation AB

        

	Item 3: Sale of Securities and Use of Proceeds

                                                                                 
	●     Depositor
	Item
    4: Defaults Upon Senior Securities	●     Certificate
    Administrator
	Item
    5: Submission of Matters to a Vote of Security Holders	●     Certificate
    Administrator
	Item
                                         6: Significant Obligors of Pool Assets:	●     Servicer
                                         (excluding information for which 



 






    Exhibit S-2


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	

         

        ●     Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the prospectus relating to the Companion Loan Securities;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.18 of this Trust and Servicing Agreement; provided, however,
        that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal
        year and interim period is required and, if such information for a prior period was required but not previously reported,
        such information for such prior period; and

         

        (c)
the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the Collection
Period in which the information was received or prepared by the “Party Responsible” as described in clause (b) above.

         
	


        the Special Servicer is the “Party Responsible”)

         

        ●     Special
        Servicer (as to REO Property)

         

	 

                                                                                                                                                       Item
                                         7: Significant Enhancement Provider Information:

         

        ●      Item
1114(b)(2) and Item 1115(b) of Regulation AB
	   ●     Depositor




 






    Exhibit S-3


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	 	 
	Item
    8: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information
    constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit T, (b) such information is required to
    be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such
    information was not previously reported as “Additional Form 8-K Disclosure”.	 

                                                                                                                         ●     Certificate
                                         Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent
                                         that such party is the “Party Responsible” with respect to such information
                                         pursuant to Exhibit T.

         

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve
        Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●     Servicer
        (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 14.4 of the Trust and Servicing Agreement) and the Collection Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ●     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution
        Date)

         

        ●     Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders)

	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 3):

         

        Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	  ●     Depositor
	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 4):

         

        With
respect to instruments defining the 
	 

                                                                                                                         ●     Certificate
                                         Administrator

         

        ●     Depositor




 






    Exhibit S-4


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	rights
of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	 

                                                                                                                                     provided, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust and Servicing Agreement

                                                                                 

                                                                                provided
                                         further, in each case, that in the event any reportable agreement is executed
                                         by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall
                                         be the responsible party.

	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●     Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and
    (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that
    such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 22):

         

        Published
Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the
party that is the “Party Responsible” with respect to Item 5 above elects to publish a report containing the information
required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published report and
answering Item 5 by referencing the published report.
	●     The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 23):

         

        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●     Depositor



 






    Exhibit S-5


     


    

 


	Item
    on Form 10-D	Party
    Responsible	 
	 

                                                                                                                                                                   Item
                                         9: Exhibits (no. 24)

         

        Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●      Certificate
    Administrator	 
	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 99)

         

        Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●      Not
    Applicable.	 
	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 100)

         

        BRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●      Not
    Applicable.	 
	Item
    9: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:
    (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit T, (b)
    such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form
    10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●      Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit T (it being acknowledged that none of the Servicer or the Special
    Servicer constitutes a “Party Responsible” under Exhibit T with respect to any exhibits to a Form 10-K);
    provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
    or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.	 


  




    Exhibit S-6


     


    

 


EXHIBIT
T


 


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 are obligated pursuant to Section 14.5 of the Trust and Servicing Agreement to disclose
to 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, 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 knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Operating Advisor, Certificate Administrator, the Trustee,
the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such)
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 notice to the contrary from the Depositor, Other Depositor or a Trust
Loan Seller. Each of the Operating Advisor, Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other
Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to assume that there is no “significant
obligor” other than a party or property identified as such in the prospectus relating to the Other Securitization and to
assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event
shall the Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to
any Mortgage Loan for which the Servicer or the Special Servicer is not the applicable Servicer or Special Servicer, as the case
may be. For this Agreement and any Other Securitization Trust, each of the Operating Advisor, Certificate Administrator, the Trustee,
the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (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 Circular and the offering materials
with respect to any related Other Securitization Trust.


  


	Item
    on Form 10-K	Party
    Responsible
	 

                                                                                                                                                       Item
1B: Unresolved Staff Comments

         
	●     Depositor
	Item
                                         9B: Other Information, but only to the extent of any information that meets all the following
                                         conditions:	●     Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such



 






    Exhibit T-1


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	

         

        (a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit T,

         

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

         

        (c)
such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form 10-D
Disclosure”
	information
    pursuant to Exhibit T.
	Item
    15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	 

                                                                                                                                                       Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        prospectus relating to the Companion Loan Securities, (ii) such information was not so set forth and (iii) the applicable
        Servicer has not previously reported such information as “Additional Form 10-D Information”.

        

         
	 

                                                                                                                         ●      The
                                         Trust Loan Seller.

         

         

         

	 

                                                                                                                                                                                        Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

         

        ●     Item
1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the prospectus relating to the Companion
Loan Securities and (ii) the applicable Servicer has not previously reported such information or updated versions thereof as “Additional
Form 10-D Information”.

        
	●      The
    Depositor



 






    Exhibit T-2


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	 	 
	 

                                                                                                                                                                            Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

         

        ●     Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the prospectus relating to the Companion Loan Securities;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.18 of this Trust and Servicing Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most
        recent fiscal year and interim period is required and, if such information for a prior period was required but not previously
        reported, such information for such prior period; and

         

        (c)
the information shall be reportable only to the extent that is has not previously been reported as “Additional Form 10-D
Information”.

         
	 

                                                                                                                                              ●      Servicer
                                         (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●      Special
        Servicer (as to REO Property)

         

	Instruction
J(2)(c) (Significant Enhancement Provider Information):
	●      Depositor



 






    Exhibit T-3


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	 ●    Items 1114(b)(2) and 1115(b) of Regulation AB

                                                                                 
	 
	 

                                                                                                                                                       Instruction
                                         J(2)(d) (Legal Proceedings):

         

        ●     Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)

         
	 

                                                                                                                         ●    Servicer
                                         (as to itself)

         

        ●    Special
        Servicer (as to itself)

         

        ●    Certificate
        Administrator (as to itself)

         

        ●    Trustee
        (as to itself)

         

        ●    Depositor
        (as to itself)

         

        ●    Trustee/Certificate
        Administrator /Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●    The
        Trust Loan Seller as sponsor (as defined in Regulation AB)

         

        ●    Originators
        under Item 1110 of Regulation AB

         

        ●    Party
        under Item 1100(d)(1) of Regulation AB

         

	 

                                                                                                                                                       Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         1 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        but
only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the particular
“Party Responsible”), on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2)
the Trust Loan Seller, (3) the Trust and (4) any other party listed under this item as a “Party Responsible”;
provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 

         
	 

                                                                                                                         ●    Servicer
                                         (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate
                                         Administrator, each Special Servicer or a sub-servicer retained by it meeting any of
                                         the descriptions in Item 1108(a)(3)).

         

        ●    Special
        Servicer

         

        ●    Certificate
        Administrator

         

        ●    Trustee

         

        ●    Each
party (other than a Trust Loan Seller), if any, that is identified in the prospectus relating to the Companion Loan Securities
as 




  




    Exhibit T-4


     


    

 





	Item
    on Form 10-K	Party
    Responsible
	

                                                                                                                                                       10-K
if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was previously reported as “Additional
Form 10-K Disclosure”.

         

        and

         

        ●      1119(b)
        of Regulation AB,

         

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2020-NNN transaction) between
        itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
        or more of the following, on the other: (1) the Depositor, (2) any Trust Loan Seller, and (3) the Trust; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if
        it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed
        in the prospectus relating to the Companion Loan Securities or if it was previously reported as “Additional Form
        10-K Disclosure”.

         

        and

         

        ●      1119(c)
        of Regulation AB,

         

        but
only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship
involving or related to the Series 2020-NNN transaction or the Mortgage
	an
“originator” of one or more Mortgage Loans, if the prospectus relating to the Companion Loan Securities specifically
states that the applicable Mortgage Loans were 10% or more of the assets of the Trust at the date of the prospectus relating to
the Companion Loan Securities (provided that such a party shall no longer constitute a “Party Responsible” under this
item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such party
no longer constitutes an originator of 10% or more of the assets of the Trust).

         

        ●     Each
        party (other than a Trust Loan Seller), if any, that is specifically identified as an “originator of 10% or more
        of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered
        to the parties to this Trust and Servicing Agreement, which notice is delivered not later than February 15 of the year
        in which the Form 10-K is due.

         

        ●     Each
        party (if any) that is identified in the prospectus relating to the Companion Loan Securities as an “other material
        party to the securities or transaction” (or substantially similar phrasing); provided, however, that such a party
        shall no longer constitute a “Party Responsible” under this item from and after the date (if any) when the
        Depositor notifies the parties to this Agreement to the effect that such party no longer constitutes a material party
        for purposes of Regulation AB.

         

        ●     Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction
        for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice
        delivered by the Depositor to the parties to this Trust and Servicing 

         




 






    Exhibit T-5


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) the Trust Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 
	Agreement, which notice is delivered not later than
        February 15 of the year in which the Form 10-K is due.
	 

                                                                                                                                                       Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         2 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        But
        only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party
        Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●      1119(b)
        of Regulation AB,

         

        but
only the existence and (if existent) the general character of any business relationship, agreement, arrangement, 

        
	 

                                                                                                                         ●      The
                                         Depositor

         

        ●      The
        Trust Loan Seller

         




 






    Exhibit T-6


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	

                                                                                                                                                                   transaction or understanding that is entered into outside the ordinary course of business or is on terms
other than would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 2020-NNN
transaction) between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of
the parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed
within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion
Loan Securities or if it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 

                                                                                and

                                                                                 

                                                                                ●      1119(c)
        of Regulation AB,

                                                                                

                                                                                 

                                                                                but
only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship
involving or related to the Series 201[_]-[_] transaction or the Mortgage Loans between itself (that is, the particular “Party
Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding
item as a “Party Responsible”, on the other; provided, however, that a relationship (A) must be
reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
the prospectus relating to the Companion
	 



 






    Exhibit T-7


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	Loan Securities or if it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 
	 
	Item
15: Exhibits (no. 2):

         

        Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K) 
	●      Depositor
	Item
15: Exhibits (no. 3):

         

        Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K) 
	●      Depositor
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	 

                                                                                                                         ●      Trustee

         

        ●      Certificate
        Administrator

         

        ●      Depositor

         

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust
        and Servicing Agreement

         

        provided
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party.

	Item
                                         15: Exhibits (no. 10):

         

        Material
contracts (Exhibit No. 10 of Item 601 of Regulation S-K) 
	●     Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and
    (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that
    such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.



 






    Exhibit T-8


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	Item
                                         15: Exhibits (no. 11):

         

        Statement
regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●      Not
    Applicable
	Item
                                         15: Exhibits (no. 12):

         

        Statement
regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)
	●      Not
    Applicable.
	Item
                                         15: Exhibits (no. 13):

         

        Annual
report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of
Regulation S-K)
	●      Not
    Applicable
	Item
                                         15: Exhibits (no. 14):

         

        Code
of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●      Not
    Applicable.
	Item
                                         15: Exhibits (no. 16):

         

        Letter
re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●      Not
    Applicable
	Item
                                         15: Exhibits (no. 18):

         

        Letter
re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	●      Not
    Applicable.
	Item
                                         15: Exhibits (no. 21):

         

        Subsidiaries
of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)
	●      Depositor.
	Item
                                         15: Exhibits (no. 22):

         

        Published
Report Regarding Matters Submitted to a Vote of Security Holders
	●      Not
    applicable.



 






    Exhibit T-9


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	(Exhibit No. 22 of Item 601 of Regulation S-K).	
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required
with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement
and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation delivered pursuant
to Section 14.9 of this Trust and Servicing Agreement.
	●      Depositor
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent
        of the registered public accounting firm for purposes of any attestation report rendered with respect to the particular
        “Party Responsible” pursuant to Section 14.9 of this Trust and Servicing Agreement.

         
	 

                                                                                                                         ●      Servicer

         

        ●      Special
        Servicer

         

        ●      Depositor

         

        ●      Any
        other Servicing Function Participant

         

        provided,
however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of
such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation report.

	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 24)

         

        Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●      Certificate
    Administrator
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 31(i))

         

        Rule
13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	●      Not
    Applicable



 






    Exhibit T-10


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	 

                                                                                                                                                                   Item
                                         15: Exhibits (no. 31(ii))

         

        Rule
13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K). 
	●     Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 14.11) of this Trust and Servicing
    Agreement.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 32)

         

        Section
1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K). 
	●     Not
    Applicable.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 33)

         

        Report
on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation S-K). 
	●     Delivery
    of this exhibit (annual compliance assessment) is governed by Section 14.8) of this Trust and Servicing Agreement.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 34)

         

        Attestation
report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation
S-K). 
	●     Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 14.9 of this Trust and Servicing Agreement.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 35)

         

        Servicer
compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K). 
	●     Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 14.7 (and Section 14.8) of this Trust and Servicing
    Agreement.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 99)

         

        Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K) 
	●     Not
    Applicable.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 100)

         

        BRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K). 
	●     Not
    Applicable.
	Item
15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:
(a) such document constitutes “Additional Form 8-K Disclosure” pursuant 	●     Certificate
Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
for the exhibit pursuant to Item 9(d) of Exhibit T (it being acknowledged that none of the Servicer 



 






    Exhibit T-11


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	to Item 9.01(d) of Exhibit T, (b)
    such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form
    10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	or the Special
    Servicer constitutes a “Party Responsible” under Exhibit T with respect to any exhibits to a Form 10-K).


  






    Exhibit T-12


     


    

 




EXHIBIT
U


 


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 are obligated pursuant to Section 14.6 of the Trust and Servicing Agreement to report to each Other Exchange Act Reporting
Party and each Other Depositor to which the particular 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 knowledge of such information (other than information as to itself). Each of the Operating Advisor,
the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the
Other Depositor (in its capacity as such) 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 notice to the contrary from the Depositor, Other
Depositor or a Trust Loan Seller. Each of the Operating Advisor, Certificate Administrator, the Trustee, the Servicer, the Special
Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to assume
that there is no “significant obligor” other than a party or property identified as such in the prospectus relating
to the Other Securitization and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Servicer or the Special Servicer be required to provide any information for inclusion in
a Form 8-K that relates to any Mortgage Loan for which the Servicer or the Special Servicer is not the applicable Servicer or Special
Servicer, as the case may be. For this Agreement and any Other Securitization Trust, each of the Operating Advisor, Certificate
Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor
(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 Circular
and the offering materials with respect to any related Other Securitization Trust.


 






    Exhibit U-1


     


    

 


	Item on Form 8-K	Party Responsible 	 
	
        Item 1.01: Entry into
        a Material Definitive Agreement

         

         

         
	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
        Administrator, Trustee, Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of
        Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the
        asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the extent
        of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive
        agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive
        agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party)
        is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on
        behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible”
        in connection with any amendment to this Trust and Servicing Agreement. 
	 



 






    Exhibit U-2


     


    

 


	Item on Form 8-K	Party Responsible 	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and
    (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that
    such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided,
    however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment
    to this Trust and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03: Bankruptcy or Receivership	●     Depositor	 
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     Depositor

         

        ●     Certificate
        Administrator

         
	 
	Item 3.03: Material Modification to Rights of Security Holders	●     Certificate Administrator	 
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor	 
	Item 6.01: ABS Informational and Computational Material	●     Depositor	 
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee

         

        ●     Depositor 
	 



 






    Exhibit U-3


     


    

 


	Item on Form 8-K	Party Responsible 
	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Servicer or Special Servicer	
        ●      Certificate
        Administrator

         

        ●      Servicer
or Special Servicer, as the case may be (in each case, as to itself) 

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Trust and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●      Servicer

         

        ●      Special
        Servicer

         

        ●      Certificate
        Administrator

         

        ●      Depositor 

	Item 6.03: Change in Credit Enhancement or External Support	
        ●      Depositor

         

        ●      Certificate
Administrator 

	Item 6.04: Failure to Make a Required Distribution	●      Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	●      Depositor
	Item 7.01: Regulation FD Disclosure	●      Depositor
	Item 8.01: Other Events	●      Depositor
	
        Item 9.01(d): Exhibits
        (no. 1):

         

        Underwriting
agreement (Exhibit No. 1 of Item 601 of Regulation S-K)
	●      Not applicable
	
        Item 9.01(d): Exhibits
        (no. 2):

         

        Plan of acquisition,
reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●     Depositor
	
        Item 9.01(d): Exhibits
        (no. 3):

         

        Articles of
incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●     Depositor



 






    Exhibit U-4


     


    

 


	Item on Form 8-K	Party Responsible 	 
	
        Item 9.01(d): Exhibits
        (no. 4):

         

        With respect
to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K) 
	
        ●     Certificate
        Administrator

         

        provided,
in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust and
Servicing Agreement 
	 
	
        Item 9.01(d): Exhibits
        (no. 7):

         

        Correspondence
from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit
No. 7 of Item 601 of Regulation S-K) 
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 14):

         

        Code of Ethics
(Exhibit No. 14 of Item 601 of Regulation S-K) 
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 16):

         

        Letter re change
in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K) 
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 17):

         

        Correspondence
on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K) 
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 20):

         

        Other documents
or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K) 
	●     Not Applicable	 



 






    Exhibit U-5


     


    

 


	Item on Form 8-K	Party Responsible 
	
        Item 9.01(d): Exhibits
        (no. 23):

         

        Consents of
Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement. 
	●     Depositor
	
        Item 9.01(d): Exhibits
        (no. 24)

         

        Power of Attorney
(Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer
signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney. 
	●     Certificate Administrator
	
        Item 15: Exhibits (no.
        99)

         

        Additional exhibits
(Exhibit No. 99 of Item 601 of Regulation S-K) 
	●     Not Applicable.
	
        Item 15: Exhibits (no.
        100)

         

        BRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K). 
	●     Not Applicable.




    Exhibit U-6


     


    

 


EXHIBIT
V


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn:   Corporate Trust Services (CMBS) J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial
Mortgage Pass-Through Certificates, Series 2020-NNN—SEC REPORT PROCESSING


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section [14.4] [14.5] [14.6] of the Trust and Servicing Agreement, dated as of March
5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor (the “Depositor”), Midland Loan Services, a Division of PNC Bank, National Association,
as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor the undersigned, as [ ], hereby notifies you that certain
events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                    ], phone number: [                    ]; email address: [                    ].


 





	 	[NAME OF PARTY],

                    as [role]

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc: Depositor 


 




    Exhibit V-1


     


    

 


EXHIBIT
W


 


INITIAL
SUB-SERVICERS 


 


[None.]


 




    Exhibit W-1


     


    

 


EXHIBIT
X


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION


 





J.P. Morgan Chase Commercial Mortgage Securities
Trust 2020-NNN,

Commercial Mortgage Pass-Through Certificates

Series 2020-NNN (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Servicer] [CWCapital Asset Management
LLC, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate Administrator] [Wells Fargo Bank, National Association,
as Trustee] (the “Certifying Servicer”), certify to J.P. Morgan Chase Commercial Mortgage Securities Corp. and
its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


1.        I
(or Servicing Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar
year] [between [__] and [__]] and the Certifying Servicer’s performance under the Trust and Servicing Agreement; and


 


2.       To
the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations under the Trust and
Servicing Agreement in all material respects [throughout such year] [between [__] and [__]]. [To my knowledge, the Certifying Servicer
has failed to fulfill the following obligations under the Trust and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE
AND STATUS THEREOF]].


 


	Date:	 	 


 


[Midland Loan Services, a Division of PNC Bank, National Association,
as servicer]

[CWCapital Asset Management LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee]


 



    Exhibit X-1


     


    

 


	By:	 	 
	 	Name:	 
	 	Title:	 


  




    Exhibit X-2


     


    

 


EXHIBIT
Y


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of
Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting Period”),
as set forth in Exhibit AA to the Trust and Servicing Agreement. The transactions covered by this report include asset-backed securities
transactions for which the Reporting Servicer acted as [a Servicer, special servicer, trustee, certificate administrator] involving
commercial mortgage loans [other than __________________*]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 





 



 


*
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered
prior to compliance with Regulation AB, transactions involving an offer and sale of asset backed securities that were not required
to be issued), if applicable.


 






    Exhibit Y-1


     


    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


 





	 	[Name
of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit Y-2


     


    

 


EXHIBIT
Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED TO
DEPOSITOR BY SERVICER


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, issued pursuant to the Trust and Servicing Agreement dated
                                         as of March 5, 2020 (the “Trust and Servicing Agreement”), among J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
                                         and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.


 


I, [identity of certifying
individual], hereby certify with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Trust and Servicing Agreement) (i) in connection with the certification concerning the Trust, as applicable,
to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an
Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Servicer
in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Servicer in accordance with the
Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period
covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”) (such information provided by the
Servicer, collectively, the “Servicer Periodic Information”);


 


2.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the relevant period, the Servicer Periodic Information, 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
the Form 10-K;


 


3.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the
Form 10-K is included in the Servicer Periodic Information;


 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Servicer under the Trust
and Servicing Agreement and


 






    Exhibit Z-1-1 


     


    

 


based on my knowledge and the compliance review conducted in preparing the Servicer compliance statement
required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of
Regulation AB, and except as disclosed in the Servicer Periodic Information, the Servicer has fulfilled its obligations under the
Trust and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the
Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance
with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Servicer or any
Servicing Function Participant retained by the Servicer (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly stated in all material
respects.


 


This Certification is
being signed by me as an officer of the Servicer responsible for reviewing the activities performed by the Servicer under the
Trust and Servicing Agreement. 


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 




    Exhibit Z-1-2 


     


    

 


EXHIBIT
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED TO
DEPOSITOR BY SPECIAL SERVICER


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, issued pursuant to the Trust and Servicing Agreement dated
                                         as of March 5, 2020 (the “Trust and Servicing Agreement”), among J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
                                         and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.


 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Special
Servicer in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended
December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer in accordance
with the Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of
the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided
by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.       Based
on my knowledge, the Special Servicer Periodic Information, 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 the Form 10-K;


 


3.       Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Trust and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 






    Exhibit Z-2-1 


     


    

 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Trust and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K
under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer has
fulfilled its obligations under the Trust and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer
under the Trust and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-2-2 


     


    

 


EXHIBIT
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED TO
DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, issued pursuant to the Trust and Servicing Agreement dated
                                         as of March 5, 2020 (the “Trust and Servicing Agreement”), among J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
                                         and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.


 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
(collectively, with the Form 10-K, the “Reports”);


 


2.       Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the
Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports and
all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the servicer
and the special servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form
10-K is included in the Reports;


 


4.       I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Trust and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate Administrator
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K
under Item 1123 of Regulation AB, and


 






    Exhibit Z-3-1 


     


    

 


except as disclosed in the Reports, the Certificate Administrator has fulfilled its obligations
under the Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate
Administrator under the Trust and Servicing Agreement. 


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-3-2 


     


    

 


EXHIBIT
Z-4


 


FORM OF CERTIFICATION TO BE PROVIDED TO
DEPOSITOR BY TRUSTEE


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, issued pursuant to the Trust and Servicing Agreement dated
                                         as of March 5, 2020 (the “Trust and Servicing Agreement”), among J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
                                         and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.






 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Trust and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.       Based
on my knowledge, the Trustee Periodic Information, 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 the Form 10-K;


 


3.       Based
on my knowledge, all information required to be provided by the Trustee under the Trust and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 






    Exhibit Z-4-1 


     


    

 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Trust and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article 13 of the Trust and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of
Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under the
Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Trust
and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-4-2 


     


    

 


EXHIBIT
Z-5


 


FORM OF CERTIFICATION TO BE PROVIDED TO
DEPOSITOR BY OPERATING ADVISOR


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, issued pursuant to the Trust and Servicing Agreement dated
                                         as of March 5, 2020 (the “Trust and Servicing Agreement”), among J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management
                                         LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
                                         and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.






 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Trust
and Servicing Agreement for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.       Based
on my knowledge, the Operating Advisor Periodic Information, 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 the Form 10-K;


 


3.       Based
on my knowledge, all information required to be provided by the Operating Advisor under the Trust and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information; and


 






    Exhibit Z-5-1 


     


    

 





4.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 





This Certification is
being signed by me as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating
Advisor under the Trust and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Z-5-2 


     


    

 


EXHIBIT AA


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT2


 


Report
Date: This report will be delivered annually no later than 120 days after the end of the calendar year, pursuant to the terms
and conditions of the Trust and Servicing Agreement, dated as of March 5, 2020 (the “Trust and Servicing Agreement”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating Advisor.


 


Transaction:
J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass Through Certificates, Series 2020-NNN


 


Operating
Advisor: Pentalpha Surveillance LLC


 


Special
Servicer: CWCapital Asset Management LLC


 


		I.	Executive
Summary



 


Based
on the requirements and qualifications set forth in the Trust and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements outlined in the Trust and Servicing
Agreement) has undertaken a limited review of the Special Servicer’s actions under the Trust and Servicing Agreement. Based
solely on such limited review of the items listed below, and subject to the assumptions, limitations and qualifications set forth
herein, the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not]
operating in compliance with Accepted Servicing Practices with respect to its performance of its duties under the Trust and Servicing
Agreement during the prior calendar year. [The Operating Advisor believes, in its sole discretion exercised in good faith, that
the Special Servicer has failed to comply with Accepted Servicing Practices, as a result of the following material deviations.]


 


		●	[LIST
                                         OF ANY MATERIAL DEVIATION ITEMS]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 





 



 


2
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Trust and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.


 






    Exhibit AA-1 


     


    

 


		II.	List
of Items that Were Considered in Compiling this Report



 


In
rendering our assessment herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any
                                         Major Decision Reporting Packages received from the Special Servicer.



 


		2.	Reports
                                         by the Special Servicer made available to Privileged Persons that are posted on the certificate
                                         administrator’s website that is relevant to the operating advisor’s obligations
                                         under the Trust and Servicing Agreement and certain information it has reasonably requested
                                         from the special servicer, each Asset Status Report (after the occurrence and continuance
                                         of an Operating Advisor Consultation Event) and each Final Asset Status Report.



 


		3.	The
                                         Special Servicer’s assessment of compliance report, attestation report by a third
                                         party regarding the Special Servicer’s compliance with its obligations and net
                                         present value calculations and Appraisal Reduction Amount calculations.



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION]



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer
                                         as provided under the Trust and Servicing Agreement in respect to the Asset Status Reports
                                         for a Specially Serviced Mortgage Loan or Major Decision Reporting Packages and Asset
                                         Status Reports with respect to Major Decisions.]



 


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit. For instance, we did not review each page of the Special Servicer’s policy and procedure manuals (including
amendments and appendices), review underlying lease agreements, re-engineer the quantitative aspects of their net present value
calculator, visit any related property, visit the Special Servicer, visit the Directing Certificateholder or interact with the
borrower. In addition, our review of the net present value calculations and Appraisal Reduction calculations is limited to the
mathematical accuracy of the calculations and the corresponding application of the non-discretionary portions of the applicable
formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.


 


		III.	Qualifications
                                         and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report



 


		1.	As
                                         provided in the TRUST AND SERVICING AGREEMENT, the Operating Advisor (i) is not required
                                         to report on instances of non-compliance with, or deviations from, Accepted Servicing
                                         Practices or the Special Servicer’s obligations under the TRUST AND SERVICING AGREEMENT
                                         that the Operating Advisor determines, in its sole discretion exercised in good faith,
                                         to be immaterial and (ii) will not be required to provide or obtain a legal opinion,
                                         legal review or legal conclusion.



 






    Exhibit AA-2 


     


    

 


		2.	In
                                         rendering our assessment herein, we have assumed that all executed factual statements,
                                         instruments, and other documents that we have relied upon in rendering this assessment
                                         have been executed by persons with legal capacity to execute such documents.



 


		3.	Other
                                         than the receipt of the Major Decision Reporting Package, the Operating Advisor did not
                                         participate in, or have access to, the Special Servicer’s and Directing Certificateholder’s
                                         discussion(s) regarding the Specially Serviced Mortgage Loan. The Operating Advisor does
                                         not have authority to speak with the Directing Certificateholder or borrower directly.
                                         As such, the Operating Advisor relied solely upon the information delivered to it by
                                         the Special Servicer as well as its interaction with the Special Servicer, if any, in
                                         gathering the relevant information to generate this report. The services that we perform
                                         are not designed and cannot be relied upon to detect fraud or illegal acts should any
                                         exist.



 


		4.	The
                                         Special Servicer has the legal authority and responsibility to service the Specially
                                         Serviced Mortgage Loan pursuant to the Trust and Servicing Agreement. The Operating Advisor
                                         has no responsibility or authority to alter the standards set forth therein or the actions
                                         of the Special Servicer.



 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communication held between it and the Special Servicer
                                         regarding the Specially Serviced Mortgage Loan and certain information it reviewed in
                                         connection with its duties under the Trust and Servicing Agreement. As a result, this
                                         report may not reflect all the relevant information that the Operating Advisor is given
                                         access to by the Special Servicer.



 


		6.	The
                                         Operating Advisor is not empowered to speak with any investors directly. If the investors
                                         have questions regarding this report, they should address such questions to the certificate
                                         administrator through the certificate administrator’s website.



 


		7.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         The Operating Advisor does not have a fiduciary relationship with any Certificateholder
                                         or any other party or individual. Nothing is intended to or should be construed as creating
                                         a fiduciary relationship between the Operating Advisor and any Certificateholder, party
                                         or individual.



 


Terms
used but not defined herein have the meaning set forth in the Trust and Servicing Agreement.


 






    Exhibit AA-3 


     


    

 


EXHIBIT
BB


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


Wells
Fargo Bank, National Association 


 as
Trustee

9062 Old Annapolis Road 


Columbia,
Maryland 20145-1951 


Attention:
Corporate Trust Services (CMBS) 


JPMCC
2020-NNN 


Email:
trustadministrationgroup@wellsfargo.com;


            cts.cmbs.bond.admin@wellsfargo.com


 


Wells
Fargo Bank, National Association


 as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – JPMCC
2020-NNN


 


CWCapital
Asset Management LLC


 as
Special Servicer


7501 Wisconsin Avenue

Bethesda, Maryland 20814

Attention: Brian Hanson (JPMCC 2020-NNN)

Email: CWCAMnoticesJPMCC2020-NNN@cwcapital.com


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN, Recommendation of Replacement of Special Servicer



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 7.1(h) of the Trust and Servicing Agreement, dated as of March 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Servicer, CWCapital Asset Management LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor, on behalf of the holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
Certificates, Series 2020-NNN (the “Certificates”) regarding the replacement of the Special Servicer. Capitalized
terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Trust and Servicing
Agreement.


 






    Exhibit BB-1 


     


    

 


Based
upon our review of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.32
of the Trust and Servicing Agreement, it is our assessment that CWCapital Asset Management LLC, in its current capacity as Special
Servicer, is not [performing its duties under the Trust and Servicing Agreement][acting in accordance with the Servicing Standard].
The following factors support our assessment: [________].


 


Based
upon such assessment, we further hereby recommend that CWCapital Asset Management LLC be removed as Special Servicer and that
[________] be appointed its successor in such capacity.


 





	 	Very truly yours,
	 	 
	 	 
	 	[The Operating Advisor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 






    Exhibit BB-2 


     


    

 


EXHIBIT
CC


 


FORM
OF CERTIFICATE ADMINISTRATOR RECEIPT OF THE CLASS HRR CERTIFICATES


 


[March
5, 2020]


 


	J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp.


        383
        Madison Avenue, 8th Floor


        New
        York, New York 10179


        Attention:
        Kunal K. Singh

        	 	JPMorgan
                                         Chase Bank, National Association


        383
        Madison Avenue, 8th Floor


        New
        York, New York 10179


        Attention:
        Thomas Cassino

        
	 	 	 
	CRE
                                         Fund Investments III LLC


        c/o
        Jay Strauss, Shelter Growth Capital Partners


        One
        Dock Street, Suite 501


        Stamford,
        Connecticut 06902

        	 	 


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-NNN, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-NNN



 


In
accordance with Section [5.1(d)][5.3(p)] of the Trust and Servicing Agreement, dated as of March 5, 2020 (the “Agreement”),
the Certificate Administrator hereby acknowledges receipt and possession of $50,000,000 of the Class HRR Certificates in the form
of a Definitive Certificate (CUSIP No. [46652BBW8]), which constitutes all of the Class HRR Certificates, as defined in the Agreement,
for the benefit of [CRE Fund Investments III LLC], as registered holder thereof, the [initial] Third Party Purchaser. The Certificate
Administrator will hold such certificate pursuant and subject to the Agreement. A copy of such Class HRR Certificate is attached
as Exhibit A-1. Payments on the Certificates will be made to the registered holder thereof in accordance with the Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	WELLS
FARGO Bank, national association, 

not in its individual capacity 

but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title


 






    Exhibit CC-1 


     


    

 


EXHIBIT
A-1


 


CLASS
HRR CERTIFICATE


 






     


     


    

 


EXHIBIT
DD



SPREAD MAINTENANCE PAYMENT ALLOCATION TO CLASS X-CP CERTIFICATES


 


	Distribution
Date
	 	Percent
of Spread 

Maintenance 

Payments Allocated 

to

Class X-CP

Certificates

	March
    2020	 	10%
	April
    2020	 	10%
	May
    2020	 	10%
	June
    2020	 	10%
	July
    2020	 	10%
	August
    2020 and thereafter	 	0%



 






     


     


    

 


SCHEDULE
1


 


PROPERTIES
WITH ESCROW ACCOUNTS, RESERVE ACCOUNTS OR LETTERS OF CREDIT HELD AS PERFORMANCE ESCROWS OR RESERVES


 


None.