Exhibit 4.6


 


EXECUTION VERSION


		 	 



 





J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
CORP.,

as Depositor


 


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

as Master Servicer


 


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

as Special Servicer


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee


 


and


 


PARK BRIDGE LENDER SERVICES LLC,

as Asset Representations Reviewer


 


POOLING AND SERVICING AGREEMENT


 


Dated as of


 


February 1, 2020


 


Benchmark 2020-IG1 Mortgage Trust,

Commercial Mortgage Pass-Through Certificates


 


Series 2020-IG1


		 	 



 






     


    


    

 


TABLE OF CONTENTS


 


		 		 	Page
		 		 	
	ARTICLE I 
		 		 	
	DEFINITIONS 
	 	 	 	 	 
	Section 1.01	 	Defined Terms	 	6
	Section 1.02	 	Certain Calculations	 	106
		 		 	
	ARTICLE II 
		 		 	
	CONVEYANCE OF MORTGAGE LOANS; 
	ORIGINAL ISSUANCE OF CERTIFICATES 
		 		 	
	Section 2.01	 	Conveyance of Mortgage Loans	 	108
	Section 2.02	 	Acceptance by Trustee	 	114
	Section 2.03	 	Representations, Warranties and Covenants of the Depositor; Mortgage Loan Sellers’ Repurchase or Substitution of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties	 	119
	Section 2.04	 	Execution of Certificates; Issuance of Lower-Tier Regular Interests	 	135
	Section 2.05	 	Creation of the Grantor Trust	 	136
		 		 	
	ARTICLE III 
		 		 	
	ADMINISTRATION AND 
	SERVICING OF THE TRUST FUND 
		 		 	
	Section 3.01	 	The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Serviced Companion Loans and REO Properties	 	136
	Section 3.02	 	Collection of Mortgage Loan Payments	 	144
	Section 3.03	 	Collection of Taxes, Assessments and Similar Items; Servicing Accounts	 	149
	Section 3.04	 	The
    Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Companion
    Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve
    Account and the VRR Certificate Gain-on-Sale Reserve Account	 	154
	Section 3.05	 	Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account	 	160
	Section 3.06	 	Investment of Funds in the Collection Account and the REO Account	 	172
	Section 3.07	 	Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage	 	174


 






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	Section 3.08	 	Enforcement of Due-on-Sale Clauses; Assumption Agreements	 	179
	Section 3.09	 	Realization Upon Defaulted Loans and Companion Loans	 	183
	Section 3.10	 	Trustee and Custodian to Cooperate; Release of Mortgage Files	 	187
	Section 3.11	 	Servicing Compensation	 	188
	Section 3.12	 	Inspections; Collection of Financial Statements	 	196
	Section 3.13	 	Access to Certain Information	 	201
	Section 3.14	 	Title to REO Property; REO Account	 	213
	Section 3.15	 	Management of REO Property	 	214
	Section 3.16	 	Sale of Defaulted Loans and REO Properties	 	217
	Section 3.17	 	Additional Obligations of Master Servicer and Special Servicer	 	223
	Section 3.18	 	Modifications, Waivers, Amendments and Consents	 	225
	Section 3.19	 	Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report	 	237
	Section 3.20	 	Sub-Servicing Agreements	 	240
	Section 3.21	 	Interest Reserve Account	 	244
	Section 3.22	 	[Reserved]	 	244
	Section 3.23	 	Risk Retention Consultation Parties; Certain Rights and Powers of the Risk Retention Consultation Parties	 	244
	Section 3.24	 	Intercreditor Agreements	 	246
	Section 3.25	 	Rating Agency Confirmation	 	248
	Section 3.26	 	[Reserved]	 	249
	Section 3.27	 	Companion Paying Agent	 	249
	Section 3.28	 	Companion Register	 	250
	Section 3.29	 	Certain Matters Relating to the Non-Serviced Mortgage Loans	 	250
	Section 3.30	 	[Reserved]	 	252
	Section 3.31	 	[Reserved]	 	252
	Section 3.32	 	[Reserved]	 	252
	Section 3.33	 	Certain Matters with Respect to Joint Mortgage Loans	 	252
	 	 	 	 	 
	ARTICLE IV 
	 	 	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS 
	 	 	 	 	 
	Section 4.01	 	Distributions	 	257
	Section 4.02	 	Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney	 	266
	Section 4.03	 	P&I Advances	 	272
	Section 4.04	 	Allocation of Realized Losses	 	275
	Section 4.05	 	Appraisal Reduction Amounts; Collateral Deficiency Amounts	 	276
	Section 4.06	 	Grantor Trust Reporting	 	279
	Section 4.07	 	Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool	 	280
	Section 4.08	 	Secure Data Room	 	283


 






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	ARTICLE V 
	 	 	 	 	 
	THE CERTIFICATES 
	 
	Section 5.01	 	The Certificates	 	284
	Section 5.02	 	Form and Registration	 	285
	Section 5.03	 	Registration of Transfer and Exchange of Certificates	 	287
	Section 5.04	 	Mutilated, Destroyed, Lost or Stolen Certificates	 	293
	Section 5.05	 	Persons Deemed Owners	 	293
	Section 5.06	 	Access to List of Certificateholders’ Names and Addresses; Special Notices	 	293
	Section 5.07	 	Maintenance of Office or Agency	 	294
	Section 5.08	 	Appointment of Certificate Administrator	 	294
	Section 5.09	 	[Reserved]	 	295
	Section 5.10	 	Voting Procedures	 	295
		 		 	
	ARTICLE VI 
		 		 	
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE ASSET
	REPRESENTATIONS REVIEWER AND THE RISK RETENTION CONSULTATION
	PARTIES 
	 
	Section 6.01	 	Representations, Warranties and Covenants of the Master Servicer, Special Servicer and the Asset Representations Reviewer	 	296
	Section 6.02	 	Liability of the Depositor, the Master Servicer, the Special Servicer and the Asset Representations Reviewer	 	301
	Section 6.03	 	Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Special Servicer or the Asset Representations Reviewer	 	301
	Section 6.04	 	Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and Others	 	303
	Section 6.05	 	Depositor, Master Servicer and Special Servicer Not to Resign	 	307
	Section 6.06	 	Rights of the Depositor in Respect of the Master Servicer and the Special Servicer	 	308
	Section 6.07	 	The Master Servicer and the Special Servicer as Certificate Owner	 	308
	Section 6.08	 	The Risk Retention Consultation Parties	 	308
		 		 	
	ARTICLE VII 
		 		 	
	SERVICER TERMINATION EVENTS 
	 
	Section 7.01	 	Servicer Termination Events; Master Servicer and Special Servicer Termination	 	315
	Section 7.02	 	Trustee to Act; Appointment of Successor	 	322
	Section 7.03	 	Notification to Certificateholders	 	324
	Section 7.04	 	Waiver of Servicer Termination Events	 	324
	Section 7.05	 	Trustee as Maker of Advances	 	325


 






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	ARTICLE VIII 
		 		 	
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR 
		 		 	
	Section 8.01	 	Duties of the Trustee and the Certificate Administrator	 	325
	Section 8.02	 	Certain Matters Affecting the Trustee and the Certificate Administrator	 	327
	Section 8.03	 	Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans	 	329
	Section 8.04	 	Trustee or Certificate Administrator May Own Certificates	 	330
	Section 8.05	 	Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator	 	330
	Section 8.06	 	Eligibility Requirements for Trustee and Certificate Administrator	 	331
	Section 8.07	 	Resignation and Removal of the Trustee and Certificate Administrator	 	332
	Section 8.08	 	Successor Trustee or Certificate Administrator	 	335
	Section 8.09	 	Merger or Consolidation of Trustee or Certificate Administrator	 	335
	Section 8.10	 	Appointment of Co-Trustee or Separate Trustee	 	336
	Section 8.11	 	Appointment of Custodians	 	337
	Section 8.12	 	Representations and Warranties of the Trustee	 	337
	Section 8.13	 	Provision of Information to Certificate Administrator, Master Servicer and Special Servicer	 	338
	Section 8.14	 	Representations and Warranties of the Certificate Administrator	 	338
	Section 8.15	 	Compliance with the PATRIOT Act	 	340
		 		 	
	ARTICLE IX 
		 		 	
	TERMINATION 
	 	 	 	 	 
	Section 9.01	 	Termination upon Repurchase or Liquidation of All Mortgage Loans	 	340
	Section 9.02	 	[Reserved]	 	341
		 		 	
	ARTICLE X 
	 
	ADDITIONAL REMIC PROVISIONS 
	 	 	 	 	 
	Section 10.01	 	REMIC Administration	 	342
	Section 10.02	 	Use of Agents	 	345
	Section 10.03	 	Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator	 	345
	Section 10.04	 	Appointment of REMIC Administrators	 	346
		 		 	
	ARTICLE XI 
		 		 	
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE 
	 
	Section 11.01	 	Intent of the Parties; Reasonableness	 	347
	Section 11.02	 	Succession; Subcontractors	 	348


 






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	Section 11.03	 	Filing Obligations	 	350
	Section 11.04	 	Form 10-D and Form ABS-EE Filings	 	351
	Section 11.05	 	Form 10-K Filings	 	354
	Section 11.06	 	Sarbanes-Oxley Certification	 	357
	Section 11.07	 	Form 8-K Filings	 	359
	Section 11.08	 	Form 15 Filing	 	360
	Section 11.09	 	Annual Compliance Statements	 	361
	Section 11.10	 	Annual Reports on Assessment of Compliance with Servicing Criteria	 	362
	Section 11.11	 	Annual Independent Public Accountants’ Attestation Report	 	364
	Section 11.12	 	Indemnification	 	365
	Section 11.13	 	Amendments	 	368
	Section 11.14	 	Regulation AB Notices	 	368
	Section 11.15	 	Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans	 	368
	Section 11.16	 	Certain Matters Regarding Significant Obligors	 	373
	Section 11.17	 	Impact of Cure Period	 	373
		 		 	
	ARTICLE XII 
		 		 	
	THE ASSET REPRESENTATIONS REVIEWER 
	 
	Section 12.01	 	Asset Review	 	373
	Section 12.02	 	Payment of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability	 	379
	Section 12.03	 	Resignation of the Asset Representations Reviewer	 	381
	Section 12.04	 	Restrictions of the Asset Representations Reviewer	 	381
	Section 12.05	 	Termination of the Asset Representations Reviewer	 	382
		 		 	
	ARTICLE XIII 
		 		 	
	MISCELLANEOUS PROVISIONS 
	 
	Section 13.01	 	Amendment	 	385
	Section 13.02	 	Recordation of Agreement; Counterparts	 	389
	Section 13.03	 	Limitation on Rights of Certificateholders	 	390
	Section 13.04	 	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	 	391
	Section 13.05	 	Notices	 	392
	Section 13.06	 	Severability of Provisions	 	397
	Section 13.07	 	Grant of a Security Interest	 	397
	Section 13.08	 	Successors and Assigns; Third Party Beneficiaries	 	397
	Section 13.09	 	Article and Section Headings	 	398
	Section 13.10	 	Notices to the Rating Agencies	 	398
	Section 13.11	 	PNC Bank, National Association	 	400


 






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	EXHIBITS	
	 	 
	Exhibit A-1	Form of Class A-1 Certificate
	Exhibit A-2	Form of Class A-2 Certificate
	Exhibit A-3	Form of Class A-3 Certificate
	Exhibit A-4	Form of Class X-A Certificate
	Exhibit A-5	Form of Class X-B Certificate
	Exhibit A-6	Form of Class A-S Certificate
	Exhibit A-7	Form of Class B Certificate
	Exhibit A-8	Form of Class C Certificate
	Exhibit A-9	Form of Class D Certificate
	Exhibit A-10	Form of Class R Certificate
	Exhibit A-11	Form of Class VRR Interest Certificate
	Exhibit B	Mortgage Loan Schedule
	Exhibit C	[Reserved]
	Exhibit D-1	Form of Transferee Affidavit
	Exhibit D-2	Form of Transferor Letter
	Exhibit D-3	Form of Transferee Certificate for Transfers of the VRR Interest
	Exhibit D-4	Form of Transferor Certificate for Transfers of the VRR Interest
	Exhibit E	Form of Request for Release
	Exhibit F-1	Form of ERISA Representation Letter regarding
    ERISA Restricted Certificates
	Exhibit F-2	Form of ERISA Representation Letter regarding Class R Certificates
	Exhibit G	Form of Distribution Date Statement
	Exhibit H	Form of Omnibus Assignment
	Exhibit I	[Reserved]
	Exhibit J	[Reserved]
	Exhibit K	[Reserved]
	Exhibit L	[Reserved]
	Exhibit M	[Reserved]
	Exhibit N	[Reserved]
	Exhibit O	[Reserved]
	Exhibit P-1A	Form of Investor Certification for Non-Borrower
    Party and/or Risk Retention Consultation Party
	Exhibit P-1B	Form of Investor Certification for Borrower Party
	Exhibit P-1C	Form of Certification of a Risk Retention Consultation Party
	Exhibit P-2	Form of Certification for NRSROs
	Exhibit P-3	Online Market Data Provider Certification
	Exhibit Q	Custodian Certification/Exception Report
	Exhibit R-1	Form of Power of Attorney —  Master Servicer
	Exhibit R-2	Form of Power of Attorney —  Special Servicer
	Exhibit S	Initial Companion Holders
	Exhibit T	Form of Notice Relating to the Non-Serviced Mortgage Loans
	Exhibit U	Form of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit V	[Reserved]
	Exhibit W	[Reserved]


 






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	Exhibit X	Form of Confidentiality Agreement
	Exhibit Y	Form Certification to be Provided with Form 10-K
	Exhibit Z-1	Form of Certification to be Provided to
    Depositor by Certificate Administrator
	Exhibit Z-2	Form of Certification to be Provided to Depositor by Master Servicer
	Exhibit Z-3	Form of Certification to be Provided to Depositor by Special Servicer
	Exhibit Z-4	Form of Certification to be Provided to Depositor by Trustee
	Exhibit Z-5	[Reserved]
	Exhibit Z-6	Form of Certification to be Provided to Depositor by Custodian
	Exhibit Z-7	Form of Certification to be Provided to
    Depositor by Asset Representations Reviewer
	Exhibit AA	Servicing Criteria to be Addressed in Assessment of Compliance
	Exhibit BB	Additional Form 10-D Disclosure
	Exhibit CC	Additional Form 10-K Disclosure
	Exhibit DD	Form 8-K Disclosure Information
	Exhibit EE	Additional Disclosure Notification
	Exhibit FF	Initial Sub-Servicers
	Exhibit GG	Servicing Function Participants
	Exhibit HH	Form of Annual Compliance Statement
	Exhibit II	Form of Report on Assessment of Compliance with Servicing Criteria
	Exhibit JJ	CREFC® Payment Information
	Exhibit KK	Form of Notice of Additional Indebtedness Notification
	Exhibit LL	[Reserved]
	Exhibit MM	Additional Disclosure Notification (Accounts)
	Exhibit NN	[Reserved]
	Exhibit OO	Form of Asset Review Report
	Exhibit PP	Form of Asset Review Report Summary
	Exhibit QQ	Asset Review Procedures
	Exhibit RR	Form of Certification to Certificate
    Administrator Requesting Access to Secure Data Room
	Exhibit SS	Form of Notice of [Additional Delinquent
    Loan][Cessation of Delinquent Loan][Cessation of Asset Review Trigger]
	Exhibit TT	Certificate Administrator Receipt of the Retained Certificates


 


	SCHEDULES	
	 	 
	Schedule 1	Mortgage Loans With Additional Debt
	Schedule 2	[Reserved]
	Schedule 3	Mortgage Loans With Escrows or Reserves
    Exceeding, In The Aggregate, 10% of the Initial Principal Balance of
    the related Mortgage Loan (or related Whole Loan, if applicable) 


 






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This
Pooling and Servicing Agreement is dated and effective as of February 1, 2020, between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator, Wells Fargo Bank, National Association, as Trustee, and
Park Bridge Lender Services LLC, as Asset Representations Reviewer.


 


PRELIMINARY
STATEMENT:


 


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


 


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


 


The
Depositor intends (i) to sell the Certificates (other than the VRR Interest) to the Underwriters, (ii) to cause a portion of the
VRR Interest to be owned on the Closing Date by JPMCB, (iii) to cause a portion of the VRR Interest to be owned on the Closing
Date by GACC and (iv) to cause a portion of the VRR Interest to be owned on the Closing Date by CREFI.


 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of the entitlement to Excess Interest and amounts in the Excess Interest
Distribution Account) and will issue the Class LA1, Class LA2, Class LA3, Class LAS, Class LB, Class LC,
Class LD and Class LVRR Uncertificated Interests (the “Lower-Tier Regular Interests”), which will evidence
the “regular interests” in the Lower-Tier REMIC created hereunder. The Lower-Tier REMIC will also issue the uncertificated
Class LR Interest, which is the sole Class of “residual interests” in the Lower-Tier REMIC and is represented
by the Class R Certificates.


 






    


    


    

 


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


 


	Class Designation 
	Interest
                                         Rate 
	Original
                                         Lower-Tier
 Principal
                                         Amount 



	Class LA1 	(1)	 $     42,750,000	 
	Class LA2 	(1)	 $     47,500,000	 
	Class LA3 	(1)	 $   348,650,000	 
	Class LAS 	(1)	 $   122,550,000	 
	Class LB 	(1)	 $     35,720,000	 
	Class LC 	(1)	 $     14,630,000	 
	Class LD 	(1)	 $     15,200,000	 
	Class LVRR 	(1)	 $     33,000,000	 
	Class LR 	None(2)	None(2)



 





 






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



 


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



 


UPPER-TIER
REMIC


 


The
Upper-Tier REMIC will hold the Lower-Tier Regular Interests and will issue (i) the Class A-1, Class A-2, Class A-3,
Class X-A, Class X-B, Class A-S, Class B, Class C and Class D Certificates (exclusive of the portion
of the Class D Certificates representing an interest in the Grantor Trust), and (ii) the VRR Interest REMIC regular interest,
which is designated as class of regular interest in the Upper-Tier REMIC but is not represented by Certificates, each of which
represents a “regular interest” in the Upper-Tier REMIC created hereunder. The Upper-Tier REMIC regular interests
will have the same Pass-Through Rates as their corresponding Certificates and the same original principal amounts or notional
amounts as the original certificate balance or notional amount of their corresponding Certificates as shown on the “Certificates”
table, below.


 


The
Upper-Tier REMIC also will issue the uncertificated Class UR Interest, which is the sole Class of “residual interests”
in the Upper-Tier REMIC for purposes of the REMIC Provisions and is represented by the Class R Certificates. The Class UR
Interest will not have a certificate balance or notional amount, will not bear interest and will not be entitled to distributions
of prepayment premiums or yield maintenance charges. Any Available Funds remaining in the Upper Tier REMIC Distribution Account
after all required distributions under this Agreement have been made to each Class of Regular Certificates will be deemed distributed
to the Class UR Interest and shall be payable to the Holders of the Class R Certificates.


 






     2


     


    

 


THE
CERTIFICATES


 


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


 


	Corresponding
                                         Certificates 
	Approx.
                                         Initial Pass-Through Rate 
	Original
                                         Certificate Balance or Notional Amount 



	Class A-1
    Certificates 	2.7018%	 $    42,750,000	 
	Class A-2
    Certificates 	2.6765%	 $    47,500,000	 
	Class A-3
    Certificates 	2.6866%	 $  348,650,000	 
	Class
    X-A Certificates 	0.5093%(1)	 $  561,450,000	(2)
	Class
    X-B Certificates 	0.1340%(1)	 $    35,720,000	(2)
	Class A-S
    Certificates 	2.9086%	 $  122,550,000	 
	Class B
    Certificates 	3.1107%	 $    35,720,000	 
	Class C
    Certificates 	3.2447%	 $    14,630,000	 
	Class
    D Certificates	3.2447%	 $    15,200,000	 
	VRR
    Interest 	(3)         	 $    33,000,000	 
	Class R
    Certificates 	None(4)	N/A




 





 






		(1)	The
                                         Pass-Through Rate for the Class X-A Certificates will be calculated in accordance
                                         with the definition of “Class X-A Pass-Through Rate”. The Pass-Through
                                         Rate for the Class X-B Certificates will be calculated in accordance with the definition
                                         of “Class X-B Pass-Through Rate”.



 


		(2)	Neither
                                         the Class X-A nor Class X-B, Certificates will have a Certificate Balance;
                                         rather, such Classes will accrue interest as provided herein on the Class X-A Notional
                                         Amount and the Class X-B Notional Amount, as applicable.



 


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



 


		(4)	The
                                         Class R Certificates will not have a Certificate Balance or a Notional Amount, and
                                         will not bear interest or be entitled to distributions of Prepayment Premiums or Yield
                                         Maintenance Charges. Any Aggregate Available Funds remaining in the Upper-Tier REMIC
                                         Distribution Account after all required distributions under this Agreement have been
                                         made to each Class of Regular Certificates will be deemed distributed to the Class UR
                                         Interest and shall be payable to the Holders of the Class R Certificates.



 


THE
GRANTOR TRUST


 


The
portions of the Trust Fund consisting of the uncertificated upper-tier regular interest and the entitlement to Excess Interest
(and the cashflows from such assets) shall be classified as a trust under Treasury Regulations section 301.7701-4 and the holders
of the certificates representing undivided, beneficial ownership interests in such assets and cashflows shall be the tax owners
of such assets and cashflows under Code Section 671 (such a trust, a “Grantor Trust”). As provided herein,
the Certificate Administrator shall not take any actions that would cause the Grantor Trust to either (i) lose its tax status
as a “grantor trust” or (ii) be treated as part of either Trust REMIC.


 



     3


     


    

 





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


 


	Class Designation 
	Interest
                                         Entitlements

                                         (per annum) 
	Initial
                                         Certificate Balance 
	Assets
                                         Represented by such Certificate 

	Class VRR
    Interest	(1)	$33,000,000	Class
    VRR Upper-Tier Regular Interest
	Class
    D Interest	(2)	(2)	(2)


 


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



 


		(2)	The
                                         Class D Certificates represent undivided beneficial ownership interest in the entitlement
                                         to the Non-VRR Percentage of the Excess Interest.



 


On
the Closing Date, the Depositor is selling, assigning and transferring and otherwise conveying to (i) JPMCB, $11,232,500 initial
Certificate Balance of the VRR Interest in the form of Class VRR Interest Certificate, (ii) DBNY, $12,872,500 initial Certificate
Balance of the VRR Interest in the form of Class VRR Interest Certificates (which assignment, transfer and conveyance shall, solely
for purposes of satisfying the requirements of Section 11(a)(1) of the Risk Retention Rule, be deemed assigned, transferred and
conveyed from the Depositor to JPMCB and from JPMCB to DBNY), and (iii) CREFI, $8,895,000 initial Certificate Balance of the VRR
Interest in the form of Class VRR Interest Certificates (which assignment, transfer and conveyance shall, solely for purposes
of satisfying the requirements of Section 11(a)(1) of the Risk Retention Rule, be deemed assigned, transferred and conveyed from
the Depositor to JPMCB and from JPMCB to CREFI).


 


The
Class D Certificates shall represent undivided beneficial interests in the corresponding portions of the Grantor Trust, which
consists of the Class D Specific Grantor Trust Assets, as described herein. As provided herein, the Certificate Administrator
shall not take any actions to cause the portion of the Trust Fund referred to as the Grantor Trust to (i) fail to maintain
its status as a trust the beneficiaries of which are treated as the owners under federal income tax law or (ii) to be treated
as part of any Trust REMIC.


 


As
of the close of business on the Cut-off Date, the Mortgage Loans had an aggregate principal balance, after application of all
payments of principal due on or before such date, whether or not received, equal to $660,000,000.


 


WHOLE
LOANS


 


	Loan
    No.	Whole
    Loan	Type	Non-Serviced
    PSA	Non-Serviced
    Primary Servicing Fee Rate	Companion
    Loan  Type	Servicing
    Shift Lead Note (if any)
	1	1633
    Broadway	Non-Serviced
    A/B	BWAY
    2019-1633	0.00125%	Pari
    Passu and Subordinate	N/A
	2	F5
    Tower	Non-Serviced
    A/B	BBCMS
    2020-B6	0.00125%	Pari
    Passu and Subordinate	N/A



 






     4


     


    

 


	3	Bellagio
    Hotel and Casino	Non-Serviced
    A/B	BX
    2019-OC11	0.00125%	Pari
    Passu and Subordinate	N/A
	4	Kings
    Plaza	Non-Serviced	Benchmark
    2020-B16	0.00125%	Pari
    Passu	N/A
	5	1501
    Broadway	Servicing
    Shift	 (1)	N/A	Pari
    Passu	Note
    A-1
	6	805
    Third Avenue	Non-Serviced
    A/B	CGCMT
    2019-C7	0.00125%	Pari
    Passu and Subordinate	N/A
	7	55
    Hudson Yards	Non-Serviced
    A/B	Hudson
    Yards 2019-55HY	0.00125%	Pari
    Passu and Subordinate	N/A
	8	Southcenter
    Mall	Non-Serviced	GSMS
    2020-GC45	0.00250%	Pari
    Passu	N/A
	9	181
    West Madison Street	Non-Serviced
    A/B	JPMCC
    2020-LOOP	0.00125%	Pari
    Passu and Subordinate	N/A
	10	Parkmerced	Non-Serviced
    A/B	MRCD
    2019-PARK	0.00125%	Pari
    Passu and Subordinate	N/A
	11	560
    Mission	Non-Serviced	Benchmark
    2020-B16	0.00125%	Pari
    Passu	N/A
	12	Starwood
    Industrial Portfolio	Non-Serviced
    A/B	GSMS
    2020-GC45	0.00250%	Pari
    Passu and Subordinate	N/A
	13	650
    Madison Avenue	Non-Serviced
    A/B	MAD
    2019-650M	0.00125%	Pari
    Passu and Subordinate	N/A



 





 







		(1)	On
                                         and after the securitization of the related Servicing Shift Lead Note, the subject Whole
                                         Loan will be serviced pursuant to the Non-Serviced PSA governing the securitization of
                                         such Servicing Shift Lead Note.



 


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


 






     5


     


    

 


The
Companion Loans are not part of the Trust Fund, but are each secured by the applicable Mortgage that secures the related Mortgage
Loan that is part of the Trust Fund. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and (except
to the extent that such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related Companion
Holders.


 


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


 


Article I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“AB
Control Appraisal Period”: The “Control Appraisal Period” or any similar term as defined in the related
AB Intercreditor Agreement for any Serviced AB Whole Loan.


 


“AB
Intercreditor Agreement”: Any Intercreditor Agreement by and among the holder of an AB Subordinate Companion Loan and
the holder of the related Mortgage Loan and any holder(s) of any related Pari Passu Companion Loan, relating to the relative rights
of such holders of the related AB Whole Loan, as the same may be further amended in accordance with the terms thereof.


 


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


 



     6


     


    

 


 original unmodified Mortgage Loan and (2) as to which an Appraisal
Reduction Amount is not in effect.


 


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


 


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


 


“AB
Subordinate Companion Loan”: With respect to any AB Whole Loan, the related companion loan evidenced by the related
promissory note made by the related Mortgagor(s) and secured by the Mortgage on the related AB Mortgaged Property, which is not
included in the Trust and which is subordinate in right of payment to the related AB Mortgage Loan to the extent set forth in
the related Mortgage Loan documents and as provided in the related Intercreditor Agreement. The Companion Loans identified as
1633 Broadway Whole Loan Notes B-1, B-2, B-3 and B-4, F5 Tower Whole Loan Notes B-1 and B-2, Bellagio Hotel and Casino Whole Loan
Notes B-1-S, B-2-S, B-3-S, B-1-RL, B-2-RL, B-3-RL, C-1-S, C-2-S and C-3-S, 805 Third Avenue Whole Loan Note B, 55 Hudson Yards
Whole Loan Notes B-1, B-2 and B-3, 181 West Madison Street Whole Loan Note B, Parkmerced Whole Loan Notes B-1, B-2, C-1 and C-2,
Starwood Industrial Portfolio Whole Loan Note B-1 and 650 Madison Avenue Whole Loan Notes B-1, B-2, B-3 and B-4 will each be AB
Subordinate Companion Loans with respect to the Trust.


 


“AB
Whole Loan”: A Whole Loan that consists of such Mortgage Loan, Pari Passu Companion Loan(s) (if any) and one or more
related AB Subordinate Companion Loan(s). For the avoidance of doubt, the Whole Loans with Companion Loans identified as “Subordinate”
or “Pari Passu and Subordinate” under the column entitled “Companion Loan Type” in the “Whole Loan”
chart in the Preliminary Statement are the only AB Whole Loans related to the Trust.


 


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


 


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


 


“Acceptable
Insurance Default”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, a default under the related Mortgage Loan documents arising by reason of (i) any failure on the part of the related
Mortgagor to maintain with respect to the related Mortgaged Property specific insurance coverage with respect to, or an all-risk
casualty insurance policy that does not specifically exclude, terrorist or similar acts, and/or (ii) any failure on the part
of the related Mortgagor to maintain with respect to the related Mortgaged Property insurance coverage with respect to damages
or casualties caused by terrorist or similar acts upon terms not materially less favorable than those in place as of the Closing
Date, in each case as to which default the Master Servicer


 



     7


     


    

 


 (with respect to any Non-Specially Serviced Loan) or the Special Servicer
(with respect to any Specially Serviced Loan) may forbear taking any enforcement action, provided that the Master Servicer
(with respect to any Non-Specially Serviced Loan) or the Special Servicer (with respect to any Specially Serviced Loan) has determined
in its reasonable judgment based on inquiry consistent with the Servicing Standard, with respect to any Specially Serviced Loan,
after non-binding consultation with the Risk Retention Consultation Parties pursuant to Section 6.08 (or, with respect
to a Serviced AB Whole Loan, and prior to any related AB Control Appraisal Period, with the consent of the related AB Whole Loan
Controlling Holder to the extent required under the related Intercreditor Agreement), that either (a) such insurance is not
available at commercially reasonable rates and that such hazards are not at the time commonly insured against for properties similar
to the related Mortgaged Property and located in or around the region in which such related Mortgaged Property is located, or
(b) such insurance is not available at any rate; provided, however, that the Risk Retention Consultation Parties
(or, with respect to a Serviced AB Whole Loan, the AB Whole Loan Controlling Holder prior to any AB Control Appraisal Period to
the extent required under the related Intercreditor Agreement) will not have more than thirty (30) days to respond to the Special
Servicer’s request for such consent or consultation; provided, further, that upon the Special Servicer’s
determination, consistent with the Servicing Standard, that exigent circumstances do not allow the Special Servicer to consult
with any applicable AB Whole Loan Controlling Holder, the Special Servicer is not required to do so. The Special Servicer (at
the expense of the Trust Fund) shall be entitled to rely on insurance consultants in making the determinations described above.


 


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


 


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


 


“Actual/360
Loans”: The Mortgage Loans, to the extent indicated as such in the Mortgage Loan Schedule.


 


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


 


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


 


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


 


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


 


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


 






     8


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     9


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(c)          
the aggregate amount of any P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Mortgage
Loans and the Distribution Date (net of any related Certificate Administrator Fee and Asset Representations Reviewer Fee actually
payable with respect to the Mortgage Loans for which such P&I Advances are made) pursuant to Section 4.03 or Section 7.05;


 


(d)           with respect to each Actual/360 Loan and any Distribution Date occurring in each March (or February, if the related Distribution
Date is the final Distribution


 



     10


     


    

 


 Date), the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account pursuant to Section 3.21(b);


 


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


 


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


 


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


 


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


 


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


 


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


 






     11


     


    

 


“Anticipated
Repayment Date”: With respect to each Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date upon which Mortgage Loan commences accruing interest at such Revised Rate.


 


“Applicable
Laws”: As defined in Section 8.15.


 


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


 


“Appraisal”:
An appraisal prepared by an appraiser who is licensed or certified to prepare appraisals in the state where the Mortgaged Property
is located, as appropriate; provided that each appraiser will be required to represent in such appraisal or in a supplemental
letter that the appraisal satisfies the requirements of the “Uniform Standards of Professional Appraisal Practice”
as adopted by the Appraisal Standards Board of the Appraisal Foundation and has certified that such appraiser had no interest,
direct or indirect, in the Mortgaged Property or the Mortgagor or in any loan made on the security thereof, and its compensation
is not affected by the approval or disapproval of the Mortgage Loan.


 


“Appraisal
Reduction Amount”: For any Distribution Date and for any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced
Companion Loan, or any Serviced Whole Loan as to which any Appraisal Reduction Event has occurred, will be an amount, calculated
by the Master Servicer as of the first Determination Date that is at least ten (10) Business Days following the date on which
the Master Servicer receives from the Special Servicer the related Appraisal or the valuation described below, equal to the excess
of (a) the Stated Principal Balance of that Mortgage Loan or the Stated Principal Balance of the applicable Serviced Whole Loan
over (b) the excess of (i) the sum of (A) 90% of the Appraised Value of the related Mortgaged Property as determined
(1) by one or more Appraisals obtained by the Special Servicer with respect to that Mortgage Loan (together with any related Crossed
Underlying Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance equal to or in excess of $2,000,000
(the costs of which shall be paid by the Master Servicer as an Advance) or (2) at the Special Servicer’s option, either
(i) by an Appraisal obtained by the Special Servicer (the costs of which shall be paid by the Master Servicer as an Advance) or
(ii) by an internal valuation performed by the Special Servicer with respect to any Mortgage Loan (together with any related Crossed
Underlying Loan) or Serviced Whole Loan, as the case may be, with an outstanding principal balance less than $2,000,000, minus,
with respect to any Appraisals, such downward adjustments as the Special Servicer may make (without implying any obligation to
do so) based upon its review of the Appraisal and any other information it deems relevant, (B) all escrows, letters of credit
and reserves in respect of such Mortgage Loan or Serviced Whole Loan, as applicable, as of the date of calculation and (C) all
Insurance and Condemnation Proceeds that constitute collateral for the related Mortgage Loan or Serviced Whole Loan over (ii) the
sum of, as of the Due Date occurring in the month of the date of determination, (A) to the extent not previously advanced
by the Master Servicer or the Trustee, all unpaid interest due on such Mortgage Loan or Serviced Whole Loan, as the case may be,
at a per annum rate equal to its Mortgage Rate (and, with respect to any AB Whole Loan, any 


 



     12


     


    

 


accrued and unpaid interest
on the related AB Subordinate Companion Loan, as applicable), (B) all P&I Advances on the related Mortgage Loan and all
Servicing Advances on the related Mortgage Loan or Serviced Whole Loan, as applicable, not reimbursed from proceeds of such Mortgage
Loan or Serviced Whole Loan, as applicable, and interest thereon at the Reimbursement Rate in respect of such Mortgage Loan or
Serviced Whole Loan, as applicable, and (C) all currently due and unpaid real estate taxes, assessments, insurance premiums,
ground rents, unpaid Special Servicing Fees and all other amounts due and unpaid (including any capitalized interest whether or
not then due and payable) with respect to such Mortgage Loan or Serviced Whole Loan, as the case may be (which taxes, premiums,
ground rents and other amounts have not been the subject of an Advance by the Master Servicer, the Special Servicer or the Trustee,
as applicable); provided, however, without limiting the Special Servicer’s obligation to order and obtain
such Appraisal or perform such valuation, if the Special Servicer has not obtained an Appraisal or performed such valuation, as
applicable, referred to above within sixty (60) days of the Appraisal Reduction Event, the Appraisal Reduction Amount shall be
deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan,
as applicable, until such time as such appraisal or valuation referred to above is received by the Special Servicer and the Appraisal
Reduction Amount is calculated by the Master Servicer as of the first Determination Date that is at least ten (10) Business Days
following the date the Master Servicer receives from the Special Servicer such Appraisal or valuation and receipt of information
requested by the Master Servicer from the Special Servicer reasonably necessary to calculate the Appraisal Reduction Amount. Within
sixty (60) days after the Appraisal Reduction Event, the Special Servicer shall order and use reasonable efforts to receive an
Appraisal (the cost of which shall be paid by the Master Servicer as a Servicing Advance); provided, further, however,
that in no event shall the Special Servicer be required to order any such Appraisal prior to the conclusion of such sixty (60)
day period, as applicable, and in each case, the related Appraisal shall be promptly delivered in electronic format by the Special
Servicer to the Master Servicer, the Certificate Administrator and the Trustee. In addition, the Special Servicer shall provide
(via electronic delivery) the Master Servicer with any information in its possession that is reasonably required to determine,
redetermine, calculate or recalculate any Appraisal Reduction Amount or Collateral Deficiency amount pursuant to their definitions
using reasonable efforts to deliver such information within five (5) Business Days of the Master Servicer’s reasonable request.
The Special Servicer will not calculate Appraisal Reduction Amounts.


 


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


 


Any
Appraisal Reduction Amount in respect of a Non-Serviced Whole Loan shall be calculated by the applicable party under and in accordance
with and pursuant to the terms of the applicable Non-Serviced PSA.


 


“Appraisal
Reduction Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion Loan
and Serviced Whole Loan, the earliest of (i) one hundred twenty (120) days after an uncured delinquency (without regard to
the application of any Grace Period), other than any uncured delinquency in respect of a Balloon



     13


     


    

 


 Payment, occurs in respect of
such Mortgage Loan or related Companion Loan, as applicable, (ii) the date on which a reduction in the amount of Periodic
Payments on such Mortgage Loan or Companion Loan, as applicable, or a change in any other material economic term of such Mortgage
Loan or Companion Loan, as applicable, (other than an extension of the Maturity Date), becomes effective as a result of a modification
of such Mortgage Loan or Companion Loan, as applicable, by the Special Servicer, (iii) thirty (30) days after the date on
which a receiver has been appointed for the Mortgaged Property, (iv) thirty (30) days after the date on which a Mortgagor
or the tenant at a single tenant property declares bankruptcy (and not otherwise dismissed within such time), (v) sixty (60)
days after the date on which an involuntary petition of bankruptcy is filed with respect to a Mortgagor if not dismissed within
such time, (vi) a payment default has occurred with respect to the related Balloon Payment; provided, however,
if (A) the related Mortgagor is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master
Servicer within thirty (30) days after the payment default, who will be required to promptly deliver a copy to the Special Servicer),
(B) the related Mortgagor continues to make its Assumed Scheduled Payment, and (C) no other Appraisal Reduction Event has occurred
with respect to that Mortgage Loan or Serviced Whole Loan; provided, further, if the related Mortgagor has delivered
to the Master Servicer, who will be required to promptly deliver a copy to the Special Servicer on or before the sixtieth (60th)
day after the related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and the Mortgagor
continues to make its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to that Mortgage
Loan or Serviced Whole Loan), an Appraisal Reduction Event will not occur until the earlier of (1) one hundred twenty (120) days
beyond the related Maturity Date (or extended Maturity Date) and (2) the termination of the refinancing commitment, and (vii) immediately
after such Mortgage Loan or related Companion Loan, as applicable, becomes an REO Loan; provided that the thirty (30) day
period referenced in clauses (iii) and (iv) shall not apply if the related Mortgage Loan is a Specially Serviced Loan; provided,
further, however, that an Appraisal Reduction Event shall not occur at any time when the aggregate Certificate Balances
of all Classes of Subordinate Certificates have been reduced to zero. The Special Servicer shall notify the Master Servicer, or
the Master Servicer shall notify the Special Servicer, as applicable, promptly upon such Person having notice or knowledge of
the occurrence of any of the foregoing events. The obligation to obtain an Appraisal following the occurrence of an Appraisal
Reduction Event shall be subject to the provisions of Section 4.05 hereof.


 


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


 


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


 


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


 


“ARD
Loan”: Any Mortgage Loan that is identified on the Mortgage Loan Schedule as having an Anticipated Repayment Date and
Revised Rate. As of the Closing Date, the F5 Tower Mortgage Loan is the only ARD Loan related to the Trust.


 






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“Asset
Representations Reviewer”: Park Bridge Lender Services LLC, a New York limited liability company, and its successors
in interest and assigns, or any successor asset representations reviewer appointed as herein provided.


 


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


 


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


 


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


 


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


 


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


 


“Asset
Review”: As defined in Section 12.01(b)(iv).


 


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


 


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


 


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


 


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


 


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


 


“Asset
Review Trigger”: Any time that (1) Mortgage Loans having an aggregate outstanding principal balance of 25.0% or more
of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans) (or a portion of any REO
Loan in the case of a Whole Loan) held by the Trust as of the end of the applicable Collection Period are Delinquent Loans or
(2)(A) prior to and including the second anniversary of the Closing Date, at least four (4) Mortgage Loans are Delinquent
Loans and the outstanding principal balance of such Delinquent Loans in the aggregate constitutes at least 15.0% of the aggregate
outstanding principal balance of all of the Mortgage Loans (including any REO Loans (or a portion of any REO Loan in the case
of a Whole Loan)) as of the end of the applicable Collection Period or


 



     15


     


    

 


 (B) after the second anniversary of the Closing Date,
at least six (6) Mortgage Loans are Delinquent Loans and the outstanding principal balance of such Delinquent Loans in the aggregate
constitutes at least 20.0% of the aggregate outstanding principal balance of all of the Mortgage Loans (including any REO Loans
(or a portion of any REO Loan in the case of a Whole Loan)) as of the end of the applicable Collection Period.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Authenticating
Agent”: The Certificate Administrator or any agent of the Certificate Administrator appointed to act as Authenticating
Agent. Wells Fargo Bank, National Association is hereby initially appointed the Authenticating Agent with the power to act, on
the Trustee’s behalf, in the authentication and delivery of the Certificates in connection with transfers and exchanges
as herein provided. If Wells Fargo Bank, National Association is


 



     16


     


    

 


 removed as Certificate Administrator, then Wells Fargo Bank,
National Association shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Trustee shall
appoint a successor authenticating agent, which may be the Trustee or an Affiliate thereof.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Breach”:
With respect to any Mortgage Loan, a breach of any representation or warranty with respect to such Mortgage Loan set forth in
Section 6(c) of the related Mortgage Loan Purchase Agreement.


 


“Business
Day”: Any day other than a Saturday, a Sunday or a day on which banking institutions in North Carolina, California,
Minnesota, New York, Kansas, Pennsylvania or any of the jurisdictions in which the respective primary servicing offices of either
the Master Servicer or the Special Servicer or the Corporate Trust Offices of either the Certificate Administrator or the Trustee
are located, or the New York Stock Exchange or the Federal


 



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 Reserve System of the United States of America, are authorized or obligated
by law or executive order to remain closed.


 


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


 


“Certificate”:
Any one of the Depositor’s Commercial Mortgage Pass-Through Certificates, Series 2020-IG1, as executed and delivered by
the Certificate Registrar and authenticated and delivered hereunder by the Authenticating Agent.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed thereto pursuant to Section 5.08 or any successor certificate administrator
appointed hereunder. Wells Fargo Bank, National Association will perform its duties as certificate administrator hereunder through
its Corporate Trust Services division.


 


“Certificate
Administrator Fee”: The fee to be paid to the Certificate Administrator as compensation for the Certificate Administrator’s
activities under this Agreement.


 


“Certificate
Administrator Fee Rate”: The Certificate Administrator Fee shall be equal to the product of the rate equal to 0.00850%
per annum and the Stated Principal Balance of the related Mortgage Loan (calculated in the same manner as interest is calculated
on the related Mortgage Loan) or REO Loan (including any Non-Serviced Mortgage Loan, but not the portion of an REO Loan related
to any Companion Loan) as of the preceding Distribution Date.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Certificateholder”
or “Holder”: The Person in whose name a Certificate is registered in the Certificate Register or any beneficial
owner thereof; provided, however, that solely for the purposes of giving any consent, approval, waiver or taking
any action pursuant to this Agreement, any Certificate registered in the name of or beneficially owned by the Master Servicer,
the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator,
the Depositor, any Mortgage Loan Seller, a Borrower Party or any Sub-Servicer (as applicable) or Affiliate of any of such Persons
shall be deemed not to be outstanding, and the Voting Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such consent, approval, waiver or take any such action
has been obtained; provided, however, that the foregoing restrictions shall not apply in the case of the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate
Administrator, the Depositor, any Mortgage Loan Seller or any Affiliate of any of such Persons unless such consent, approval or
waiver sought from such party would in any way increase its compensation or limit its obligations in the named capacities hereunder
or waive a Servicer Termination Event or trigger an Asset Review with respect to such Mortgage Loan; provided, further,
that so long as there is no Servicer Termination Event with respect to the Master Servicer or the Special Servicer, the Master
Servicer and the Special Servicer or such Affiliate of either shall be entitled to exercise such Voting Rights with respect to
any issue which could reasonably be believed to adversely affect such party’s compensation or increase its obligations or
liabilities hereunder; and provided, further, that such restrictions shall not apply to any Affiliate of the
Depositor, the Master Servicer, the Special Servicer, the Trustee, or the Certificate Administrator that has provided an Investor
Certification in which it has certified as to the existence of certain policies and procedures restricting the flow of information
between it and the Depositor, the Master Servicer, the Special Servicer, the Trustee, or the Certificate Administrator, as applicable.
The Trustee and the Certificate Administrator shall each be entitled to request and rely upon a certificate of the Master Servicer,
the Special Servicer or the Depositor in determining whether a Certificate is registered in the name of an Affiliate of such Person.
All references herein to “Holders” or “Certificateholders” shall reflect the rights of Certificate Owners
as they may indirectly exercise such rights through the Depository and the Depository Participants, except as otherwise specified
herein; provided, however, that the parties hereto shall be required to recognize as a “Holder” or “Certificateholder”
only the Person in


 



     19


     


    

 


 whose name a Certificate is registered in the Certificate Register. The Trustee shall be the Holder of the
Lower-Tier Regular Interests for the benefit of the Certificateholders.


 


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


 


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


 


“Certification
Parties”: As defined in Section 11.06.


 


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


 


“Certifying
Person”: As defined in Section 11.06.


 


“Certifying
Servicer”: As defined in Section 11.09.


 


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


 


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


 


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


 


“Class A-1
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.7018%.


 


“Class A-2
Certificate”: A Certificate designated as “Class A-2” on the face thereof, in the form of Exhibit A-2
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-2
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.6765%.


 


“Class A-3
Certificate”: A Certificate designated as “Class A-3” on the face thereof, in the form of Exhibit A-3
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-3
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to a fixed rate of 2.6866%.


 






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“Class A-S
Certificate”: A Certificate designated as “Class A-S” on the face thereof, in the form of Exhibit A-6
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class A-S
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of
(i) 2.9086% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class B
Certificate”: A Certificate designated as “Class B” on the face thereof, in the form of Exhibit A-7
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


“Class B
Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of
(i) 3.1107% and (ii) the Weighted Average Net Mortgage Rate for such Distribution Date.


 


“Class C
Certificate”: A Certificate designated as “Class C” on the face thereof, in the form of Exhibit A-8
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


“Class D
Certificate”: A Certificate designated as “Class D” on the face thereof, in the form of Exhibit A-9
hereto, and evidencing (i) a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions and
(ii) an undivided beneficial ownership interest in the Grantor Trust.


 


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


 


“Class D
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Non-VRR Percentage of any Excess
Interest collected on the ARD Loans, and (ii) the Non-VRR Percentage of amounts held from time to time in the Excess Interest
Distribution Account.


 


“Class LA1
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LA2
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Preliminary
Statement hereto.


 


“Class LA3
Uncertificated Interest”: An uncertificated regular interest in the Lower-Tier REMIC which is held as an asset of the
Upper-Tier REMIC and having the Original


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class R
Certificate”: A Certificate designated as “Class R” on the face thereof in the form of Exhibit A-10
hereto, and evidencing the sole class of “residual interest” in each Trust REMIC for purposes of the REMIC Provisions.


 


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


 


“Class
VRR Interest Certificates”: A Certificate designated as “Class VRR” on the face thereof, in the form
of Exhibit A-11 hereto, and representing undivided beneficial interests in the Class VRR Interest Specific Grantor
Trust Assets.


 


“Class
VRR Interest Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained
by the Certificate Administrator pursuant to Section 3.04(g), which shall be entitled “Wells Fargo Bank, National
Association, as Certificate Administrator, for the benefit of the holders of Benchmark 2020-IG1 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2020-IG1 – Class VRR Interest Distribution Account,” and which must be an Eligible
Account or a sub-account of an Eligible


 



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 Account. The Class VRR Interest Distribution Account shall not be an asset of any Trust
REMIC, but rather shall be an asset of the Grantor Trust.


 


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


 


“Class
VRR Upper-Tier Regular Interest”: The VRR Interest Upper-Tier Regular Interest. The Class VRR Upper-Tier Regular Interest
will be held in the Grantor Trust.


 


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


 


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


 


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


 


“Class X-A
Pass-Through Rate”: The Pass-Through Rate for Class X-A Certificates for any Distribution Date will be a per
annum rate equal to the excess, if any, of (a) the Weighted Average Net Mortgage Rate for the related Distribution Date,
over (b) the weighted average of the Pass-Through Rates on the Class A Certificates for such Distribution Date, weighted
on the basis of their respective Certificate Balances immediately prior to that Distribution Date. The Pass-Through Rate applicable
to the Class X-A Certificates for the initial Distribution Date shall be the rate set forth in the Preliminary Statement
hereto.


 


“Class X-B
Certificate”: A Certificate designated as “Class X-B” on the face thereof, in the form of Exhibit A-6
hereto, and evidencing a “regular interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions.


 


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


 


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


 


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


 






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“Clearstream”:
Clearstream Banking, société anonyme or any successor thereto.


 


“Closing
Date”: February 28, 2020.


 


“CMBS”:
Commercial mortgage-backed securities.


 


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


 


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


 


“Collection
Account”: A segregated custodial account or accounts created and maintained by the Master Servicer pursuant to Section 3.04(a)
on behalf of the Trustee for the benefit of the Certificateholders, which shall be entitled “Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the registered holders of Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2020-IG1, Collection Account”. Any such account or accounts shall be an Eligible Account. Subject to the related
Intercreditor Agreement and taking into account that each Companion Loan is subordinate or pari passu, as applicable, to
the related Serviced Mortgage Loan to the extent set forth in the related Intercreditor Agreement, the subaccount described in
the second paragraph of Section 3.04(b) that is part of the Collection Account shall be for the benefit of the related
Companion Holder, to the extent funds on deposit in such subaccount are attributed to such Companion Loan and shall not be an
asset of the Trust or any Trust REMIC formed hereunder.


 


“Collection
Period”: With respect to any Distribution Date and any Mortgage Loan or Companion Loan, the period commencing on the
day immediately succeeding the Due Date for such Mortgage Loan or Companion Loan occurring in the month preceding the month in
which that Distribution Date occurs or the date that would have been the Due Date if such Mortgage Loan or Companion Loan had
a Due Date in such preceding month and ending on and


 



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


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion
Distribution Account”: With respect to any Serviced Companion Loan, the separate account created and maintained by the
Companion Paying Agent pursuant to Section 3.04(b) and held on behalf of the Companion Holders, which shall be entitled
“Midland Loan Services, a Division of PNC Bank, National Association, as Companion Paying Agent, for the benefit of the
Companion Holders of the Companion Loans, relating to the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2020-IG1”. The Companion Distribution Account shall not be an asset of the Trust, any Trust REMIC or
Grantor Trust, but instead shall be held by the Companion Paying Agent on behalf of the Companion Holders. Any such account shall
be an Eligible Account. Notwithstanding the foregoing, if the Master Servicer and the Companion Paying Agent are the same entity,
the Companion Distribution Account may be the subaccount referenced in the second paragraph of Section 3.04(b).


 


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


 


“Companion
Loan(s)”: With respect to any Mortgage Loan, any other mortgage loan that is not included in the Trust but is secured
by the same Mortgage(s) encumbering the same Mortgaged Property or portfolio of Mortgaged Properties as such Mortgage Loan.


 


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


 


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


 


“Compensating
Interest Payments”: An amount as of any Distribution Date equal to the lesser of (i) the aggregate amount of Prepayment
Interest Shortfalls incurred in connection with voluntary principal prepayments received in respect of the Mortgage Loans (other
than Non-Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loans (in each case other than any Specially Serviced
Loan or any Mortgage Loan, or any related Serviced Pari Passu Companion Loan on which the Special Servicer allowed a prepayment
on a date other than the applicable Due Date) for the related Distribution Date and (ii) the aggregate of (A) that portion
of the Master Servicer’s Servicing Fees for such Distribution Date that is, in the case of each Mortgage Loan, Serviced
Pari Passu Companion Loan and REO Loan for which Servicing Fees are being paid for such Collection Period, calculated at a rate
of 0.00125% per annum, (B) all Prepayment Interest Excesses received by the Master Servicer during such Collection
Period with respect to the Mortgage Loans (and, so long as a Serviced Whole Loan is serviced


 



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 hereunder, the related Serviced Pari
Passu Companion Loan) subject to such prepayment and (C) to the extent earned on principal prepayments, net investment earnings
payable to the Master Servicer for such Collection Period received by the Master Servicer during such Collection Period with respect
to the Mortgage Loan or any related Serviced Pari Passu Companion Loan, as applicable, subject to such prepayment. In no event
will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative. However,
if a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan or a Serviced Whole Loan as a result of the Master Servicer
allowing the related Mortgagor to deviate (a “Prohibited Prepayment”) from the terms of the related Mortgage
Loan or Serviced Whole Loan documents regarding Principal Prepayments (other than (V) any Non-Serviced Mortgage Loan, (W) subsequent
to a default under the related Mortgage Loan documents or if the Mortgage Loan or Serviced Whole Loan is a Specially Serviced
Loan, (X) pursuant to applicable law or a court order or otherwise in such circumstances where the Master Servicer is required
to accept such Principal Prepayment in accordance with the Servicing Standard, (Y) at the request or with the consent of the Special
Servicer, or (Z) in connection with the payment of any Insurance and Condemnation Proceeds), then for purposes of calculating
the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard to clause (ii)
above, the aggregate amount of Prepayment Interest Shortfalls with respect to such Mortgage Loan or Serviced Whole Loan, otherwise
described in clause (i) above in connection with such Prohibited Prepayments.


 


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


 


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


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee and the Certificate Administrator at which at any
particular time its corporate trust business with respect to this Agreement shall be administered, which office at the date of
the execution of this Agreement is located (i) with respect to Certificate transfers and surrenders, at Wells Fargo Bank,
National Association, 600 South 4th Street, 7th Floor, MAC: N9300-070, Minneapolis, Minnesota 55479, Attention:
Certificate Transfer Services (CMBS) Benchmark 2020-IG1 and (ii) for all other purposes, to the Trustee, at 9062 Old Annapolis
Road, Columbia, Maryland, 21045, Attention: Corporate Trust Services (CMBS), Benchmark – Commercial Mortgage Securities
Trust 2020-IG1.


 


“Corrected
Loan”: Any Specially Serviced Loan (A) that (a) with respect to the circumstances described in clauses (i),
(ii) and (iii) of the definition of Servicing Transfer Event, the related Mortgagor thereunder has brought such Mortgage Loan
or Companion Loan current and thereafter made three (3) consecutive full and timely Periodic Payments, including pursuant to any
workout of such Mortgage Loan or Serviced Companion Loan, when (b) with respect to the circumstances described in clauses (iv),
(v), (vi), (vii), (ix) and (x) of the definition of Servicing Transfer Event, such circumstances cease to exist in the good faith
judgment of the Special Servicer, or when (c) with respect to the circumstances described in clause (viii) of the definition
of Servicing Transfer Event, such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard)
or waived by the Special Servicer, and


 



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 (B) (provided that at that time no other Servicing Transfer Event exists that
would cause such Mortgage Loan or Companion Loan to continue to be characterized as a Specially Serviced Loan) the servicing of
which the Special Servicer has returned to the Master Servicer pursuant to Section 3.19(a).


 


“CREFC®”:
The Commercial Real Estate Finance Council®, or any successor organization reasonably acceptable to the Certificate
Administrator, the Master Servicer and the Special Servicer.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Investor Reporting Package”: The collection of reports specified by the CREFC® from time to time
as the “CREFC® Investor Reporting Package.” As of the Closing Date, the CREFC® Investor
Reporting Package contains eight electronic files ((1) CREFC® Loan Setup File, (2) CREFC®
Loan Periodic Update File, (3) CREFC® Property File, (4) CREFC® Bond Level File, (5) CREFC®
Collateral Summary File, (6) CREFC® Financial File, (7) CREFC® Special Servicer
Loan File and (8) CREFC® Schedule AL File) and nine surveillance reports ((1) CREFC® Servicer
Watch List, (2) CREFC® Delinquent Loan Status Report, (3) CREFC® REO Status Report, (4) CREFC®
Comparative Financial Status Report, 


 



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(5) CREFC® Historical Loan Modification/Forbearance and Corrected
Mortgage Loan Report, (6) CREFC® Operating Statement Analysis Report, (7) CREFC® NOI Adjustment
Worksheet, (8) CREFC® Loan Level Reserve/LOC Report and (9) with respect to Mortgage Loans that have a Companion
Loan, the CREFC® Total Loan Report). In addition, the CREFC® Investor Reporting Package shall include
the CREFC® Advance Recovery Report. In addition, the CREFC® Investor Reporting Package shall include
the following nine templates: (1) CREFC® Appraisal Reduction Amount Template, (2) CREFC® Servicer
Realized Loss Template, (3) CREFC® Reconciliation of Funds Template, (4) CREFC® Historical
Bond/Collateral Realized Loss Reconciliation Template, (5) CREFC® Historical Liquidation Loss Template, (6) CREFC®
Interest Shortfall Reconciliation Template, (7) CREFC® Loan Modification Report, (8) CREFC®
Loan Liquidation Report and (9) CREFC® REO Liquidation Report. The CREFC® Investor Reporting Package
shall be substantially in the form of, and containing the information called for in, the downloadable forms of the “CREFC®
IRP” available as of the Closing Date on the CREFC® Website, or such other form for the presentation
of such information and containing such additional information or reports as may from time to time be approved by the CREFC®
for commercial mortgage backed securities transactions generally. For the purposes of the production of the CREFC®
Comparative Financial Status Report by the Master Servicer or the Special Servicer of any such report that is required to
state information for any period prior to the Cut-off Date, the Master Servicer or the Special Servicer, as the case may be, may
conclusively rely (without independent verification), absent manifest error, on information provided to it by the Mortgage Loan
Sellers or by the related Mortgagor or (x) in the case of such a report produced by the Master Servicer, by the Special Servicer
(if other than the Master Servicer or an Affiliate thereof) and (y) in the case of such a report produced by the Special
Servicer, by the Master Servicer (if other than the Special Servicer or an Affiliate thereof).


 


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


 


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


 


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


 


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


 



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time to time be recommended by the CREFC® for commercial mortgage securities transactions generally.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
REO Status Report”: The monthly report in the “REO Status Report” format substantially in the form
of and containing the information called for therein for the


 



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


 


“CREFC®
Schedule AL File”: The data file in the “Schedule AL File” format substantially in the form of and
containing the information called for by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under
the Securities Act with respect to the Mortgage Loans, or such other form of presentation as may be approved from time to time
by the CREFC® for commercial mortgage securities transactions generally, which in any case shall include all information
required by Item 1111(h)(3) or Item 1125 of Regulation AB or Item 601(b)(102) of Regulation S-K under the Securities Act.


 


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


 


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


 


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


 


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


 


“CREFI”:
Citi Real Estate Funding Inc., a New York corporation.


 


“Cross-Over
Date”: The Distribution Date on which the Certificate Balances of the Subordinate Certificates have all previously been
reduced to zero as a result of the allocation of Certificate Realized Losses to such Certificates.


 


“Crossed
Mortgage Loan Group”: With respect to (i) any Mortgage Loan that consists of more than one commercial mortgage
loan, the underlying group of loans that are cross-collateralized and cross-defaulted with each other and (ii) any two or
more individual


 



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Mortgage Loans that are cross-collateralized and cross-defaulted with each other, such cross-collateralized and
cross-defaulted Mortgage Loans. For the avoidance of doubt, there is no Crossed Mortgage Loan Group in the Trust Fund.


 


“Crossed
Underlying Loan”: With respect to any Crossed Mortgage Loan Group, a Mortgage Loan that is cross-collateralized and
cross-defaulted with one or more other Mortgage Loans within such Crossed Mortgage Loan Group. For the avoidance of doubt, there
is no Crossed Underlying Loan in the Trust Fund.


 


“Crossed
Underlying Loan Repurchase Criteria”: With respect to any Crossed Mortgage Loan Group as to which one or more (but not
all) of the Crossed Underlying Loans therein are affected by a Material Defect (the Crossed Underlying Loan(s) in such Crossed
Mortgage Loan Group affected by such Material Defect, for purposes of this definition, the “affected Crossed Underlying
Loans” and the other Crossed Underlying Loan(s) in such Crossed Mortgage Loan Group, for purposes of this definition, the
“remaining Crossed Underlying Loans”) (i) the weighted average Debt Service Coverage Ratio for all the remaining
Crossed Underlying Loans for the four most recently reported calendar quarters preceding the repurchase or substitution shall
not be less than the greater of (a) the weighted average Debt Service Coverage Ratio for the entire such Crossed Mortgage
Loan Group, including the affected Crossed Underlying Loan(s), for the four most recently reported calendar quarters preceding
the repurchase or substitution, and (b) 1.25x, (ii) the weighted average LTV Ratio for all the remaining Crossed Underlying
Loans determined at the time of repurchase or substitution based upon an Appraisal obtained by the Special Servicer at the expense
of the related Mortgage Loan Seller shall not be greater than the least of (a) the weighted average LTV Ratio for the entire
such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), determined at the time of repurchase or substitution
based upon an Appraisal obtained by the Special Servicer at the expense of the related Mortgage Loan Seller, (b) the weighted
average LTV Ratio for the entire such Crossed Mortgage Loan Group, including the affected Crossed Underlying Loan(s), as of the
Cut-off Date and (c) 75%, (iii) the related Mortgage Loan Seller, at its expense, shall have furnished the Trustee and
the Certificate Administrator with an Opinion of Counsel that any modification relating to the repurchase or substitution of a
Crossed Underlying Loan shall not cause an Adverse REMIC Event to occur and (iv) the related Mortgage Loan Seller causes
the affected Crossed Underlying Loan to become not cross-collateralized and cross-defaulted with the remaining related Crossed
Underlying Loans prior to such repurchase or substitution or otherwise forbears from exercising enforcement rights against the
Primary Collateral for any Crossed Underlying Loan(s) remaining in the Trust (while the Trust forbears from exercising enforcement
rights against the Primary Collateral for the Mortgage Loan removed from the Trust).


 


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


 


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


 


“Custodian”:
A Person who is at any time appointed by the Trustee pursuant to Section 8.11 as a document custodian for the Mortgage
Files, which Person shall not be the Depositor, any of the Mortgage Loan Sellers or an Affiliate of any of them. The Certificate


 



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Administrator shall be the initial Custodian. Wells Fargo Bank, National Association will perform its duties as Custodian hereunder
through its Document Custody division.


 


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


 


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


 


“DBNY”:
Deutsche Bank AG, New York Branch, in its capacity as a holder of the VRR Interest, and its successors in interest.


 


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


 


“Debt
Service Coverage Ratio”: With respect to any Mortgage Loan, for any twelve-month period covered by an annual operating
statement for the related Mortgaged Property, the ratio of (i) Net Operating Income produced by the related Mortgaged Property
during such period to (ii) the aggregate amount of Periodic Payments (other than any Balloon Payment) due under such Mortgage
Loan during such period; provided that with respect to the Mortgage Loans identified on Annex A-1 to the Prospectus
as paying interest only for a specified period of time set forth in the related Mortgage Loan documents and then paying principal
and interest, the related Periodic Payment will be calculated (for purposes of this definition only) to include interest and principal
(based on the remaining amortization term).


 


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


 


“Defaulted
Loan”: A Mortgage Loan (other than a Non-Serviced Mortgage Loan) or a Serviced Whole Loan (i) that is delinquent
at least sixty (60) days in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided
that in respect of a Balloon Payment, such period shall be sixty (60) days if the related Mortgagor has provided the Master
Servicer or the Special Servicer with a written and fully executed commitment or otherwise binding application for refinancing
of the related Mortgage Loan from an acceptable lender reasonably satisfactory in form and substance to the Special Servicer (and
the party receiving such commitment shall promptly forward a copy of such commitment or application to


 



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the Master Servicer or
the Special Servicer, as applicable, if it is not evident that a copy has been delivered to such other party); and, in either
case, such delinquency is to be determined without giving effect to any Grace Period permitted by the related Mortgage or Mortgage
Note and without regard to any acceleration of payments under the related Mortgage and Mortgage Note or (ii) as to which
the Special Servicer has, by written notice to the related Mortgagor, accelerated the maturity of the indebtedness evidenced by
the related Mortgage Note. For the avoidance of doubt, a defaulted Companion Loan does not constitute a “Defaulted Loan”.


 


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


 


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


 


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


 


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


 


“Definitive
Certificate”: Any Certificate in definitive, fully registered form without interest coupons. Initially, the Class R
Certificates and any Certificate issued pursuant to Sections 5.02(c) and (d) shall be Definitive Certificates.


 


“Delinquent
Loan”: A Mortgage Loan that is delinquent at least sixty (60) days in respect of its Periodic Payments or Balloon Payment,
if any, in either case such delinquency to be determined without giving effect to any Grace Period.


 


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


 


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


 


“Depository”:
DTC, or any successor Depository hereafter named. The nominee of the initial Depository for purposes of registering those Certificates
that are to be Book-Entry


 



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Certificates, is Cede & Co. The Depository shall at all times be a “clearing corporation”
as defined in Section 8-102(3) of the UCC of the State of New York and a “clearing agency” registered pursuant
to the provisions of Section 17A of the Exchange Act.


 


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


 


“Designated
Intercreditor Agreement”: As defined in the definition of “Intercreditor Agreement”.


 


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


 


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


 


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


 


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


 


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


 


(iii)       any related assignment of leases and of any intervening assignments (if such item is a document separate from the Mortgage), with
evidence of recording indicated thereon or certified to have been submitted for recording (if in the possession of the applicable
mortgage loan seller);


 


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


 


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


 



     35


     


    

 


instructions executed by an authorized representative of the title company) to issue such title insurance policy;


 


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


 


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


 


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


 


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


 


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


 


(xi)       any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced Whole Loan and, with
respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements or any notice to the
franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that the Trust is a beneficiary
of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of the Trust, as the case may
be;


 


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


 


(xiii)     a copy of all related environmental reports; and


 


(xiv)     a copy of all related environmental insurance policies;


 


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


 


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


 


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


 


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


 






     36


     


    

 


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


 


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


 


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


 


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


 


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


 


(k)           a copy of all zoning reports;


 


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


 


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


 


(n)           a copy of all UCC searches;


 


(o)           a copy of all litigation searches;


 


(p)           a copy of all bankruptcy searches;


 


(q)           a copy of the origination settlement statement;


 


(r)           
a copy of the Insurance Consultant Report;


 


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


 


(t)           
a copy of escrow statements related to the escrow account balances as of the Mortgage Loan origination date, if not covered by
the origination settlement statement;


 


(u)           a copy of any closure letter (environmental), if not covered by the environmental reports; and


 


(v)           a copy of any environmental remediation agreement for the related Mortgaged Property or Mortgaged Properties, if not covered by
the environmental reports;


 


in
each case, to the extent that the originator received such documents or information in connection with the origination of such
Mortgage Loan. In the event any of the items identified above were not included in connection with the origination of such Mortgage
Loan (other than


 



     37


     


    

 


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


 


“Diligence
File Certification”: As defined in Section 2.01(h).


 


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


 


“Disclosable
Special Servicer Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any related
Serviced Companion Loan (including any related REO Property), any compensation and other remuneration (including, without limitation,
in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing arrangement) received or retained
by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor,
any manager, any guarantor or indemnitor in respect of such Mortgage Loan or Serviced Companion Loan and any purchaser of any
such Mortgage Loan or Serviced Companion Loan or REO Property) in connection with the disposition, workout or foreclosure of any
Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan, the management or disposition of any REO
Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement,
other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer
is entitled pursuant to Section 3.11 of this Agreement.


 


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


 






     38


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     39


     


    

 


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


 


“DSCR/DY
Trigger”: for purposes of determining the existence of a Major Decision or Master Servicer Decision in connection
with the approval of a change to the property management company at a Mortgaged Property (A) with respect to the debt service
coverage ratio for such Mortgaged Property, if the most recent debt service coverage ratio for the related Mortgaged Property
has decreased more than 10% from the debt service coverage ratio calculated 12 months prior to date on which the most recent debt
service coverage ratio was determined and (B) with respect to the debt yield for such Mortgaged Property, if the most recent debt
yield for the related Mortgaged Property has decreased more than 10% from the debt yield calculated 12 months prior to date on
which the most recent debt yield was determined.


 


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


 


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


 


“EDGAR”:
As defined in Section 11.03.


 


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


 


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


 



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Fitch (if the deposits are to be held in the account for more than thirty (30) days)
or Wells Fargo Bank, National Association’s short-term deposit or short-term unsecured debt rating shall be at least “F2”
from Fitch (if the deposits are to be held in the account for thirty (30) days or less) or such other rating confirmed in
a Rating Agency Confirmation; (iii) an account or accounts maintained with PNC Bank, National Association so long as PNC
Bank, National Association’s (a) long-term unsecured debt rating or deposit account rating shall be at least “A-“
by Fitch if the deposits are to be held in the account for more than 30 days or (b) short-term deposit account or short-term unsecured
debt rating shall be at least “F-1” by Fitch if the deposits are to be held in the account for 30 days or less; (iv) such
other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable
clause, would be listed in clauses (i) – (ii) above, with respect to which a Rating Agency Confirmation
has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with
respect to such account, which account may be an account maintained by or with the Certificate Administrator, the Trustee, the
Master Servicer or the Special Servicer; (iv) any other account or accounts not listed in clauses (i) –
(ii) above with respect to which a Rating Agency Confirmation has been obtained from each and every Rating Agency and a
confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25), which account may be an account maintained by or with the Certificate Administrator,
the Trustee, the Master Servicer or the Special Servicer; or (v) a segregated trust account or accounts maintained with the
corporate trust department of a federal or state chartered depository institution or trust company that has corporate trust powers,
acting in its fiduciary capacity, provided that any federal or state chartered depository institution or trust company
is subject to regulation regarding fiduciary funds substantially similar to 12 C.F.R. § 9.10(b). Eligible Accounts may
bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


“Eligible
Asset Representations Reviewer”: An entity that (a) is the special servicer or asset representations reviewer on a transaction
rated by any of DBRS, Fitch, KBRA, Moody’s or S&P and that has not been a special servicer or asset representations
reviewer on a transaction for which any of DBRS, Fitch, KBRA, Moody’s or S&P has qualified, downgraded or withdrawn
its rating or ratings of, one or more classes of certificates for such transaction citing servicing or other relevant concerns
with the special servicer or asset representations reviewer as the sole or material factor in such rating action, (b) can
and will make the representations and warranties set forth in Section 6.01(c), (c) is not (and is not affiliated
with) a Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the
Risk Retention Consultation Parties or any of their respective Affiliates, (d) has neither performed (and is not affiliated
with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect
to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Mortgage Loan Seller, any
Underwriter, any party to this Agreement, the Risk Retention Consultation Parties or any of their respective Affiliates, nor been
paid any fees, compensation or other remuneration by any of them in connection with any such services, and (e) does not directly
or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion
Loan or any securities backed by a


 



     41


     


    

 


Companion Loan or otherwise have any financial interest in the securitization transaction to
which this Agreement relates, other than in fees from its role as Asset Representations Reviewer.


 


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


 


“Enforcing
Servicer”: The Master Servicer.


 


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


 


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


 


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


 


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


 


“ERISA
Restricted Certificate”: Any Certificate (other than a Class R Certificates) that does not meet the requirements
of Prohibited Transaction Exemption 2002-19, as amended by Prohibited Transaction Exemption 2013-08 (as such exemption may be
amended from time to time) as of the date of the acquisition of such Certificate by a Plan.


 


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


 


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


 


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


 


“Excess
Interest Distribution Account”: The trust account or accounts created and maintained as a separate account or accounts
(or as a subaccount of the Distribution Account) by the Certificate Administrator pursuant to Section 3.04(d), which shall
be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank, National
Association, as Trustee, for the benefit of the registered holders of Benchmark 2020-IG1 Mortgage Trust 2020-IG1, Commercial Mortgage
Pass-Through Certificates, Series 2020-IG1, Excess Interest Distribution Account”, and which must be an Eligible Account
(or a subaccount of an Eligible Account). The Excess Interest Distribution Account shall be held solely for the benefit of the
Holders of the Class D Certificates and VRR Interest. The Excess


 



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Interest Distribution Account shall not be an asset of any Trust
REMIC, but rather shall be an asset of the Grantor Trust.


 


“Excess
Modification Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and
any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment
of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Mortgagor
with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under
the related Intercreditor Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable,
as compensation within the prior eighteen (18) months of such modification, waiver, extension or amendment, but only to the extent
those fees have not previously been deducted from a Workout Fee or Liquidation Fee.


 


“Excess
Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole
Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver,
extension or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid
or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the
extent not otherwise paid or reimbursed by the Mortgagor but excluding Special Servicing Fees, Workout Fees and Liquidation Fees)
outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as
applicable, and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from Modification Fees
as described in the preceding clause (A), which expenses have been recovered from the related Mortgagor or otherwise.
With respect to each of the Master Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such
Person from the related Mortgagor (taken in the aggregate with any other Excess Modification Fees collected and earned by such
Person from the related Mortgagor within the prior eighteen (18) months of the collection of the current Excess Modification Fees)
will be subject to a cap of 1.00% of the outstanding principal balance of the related Mortgage Loan or Serviced Whole Loan, as
applicable, on the closing date of the related modification, extension, waiver or amendment (after giving effect to such modification,
extension, waiver or amendment) with respect to any Mortgage Loan or Serviced Whole Loan, as applicable.


 


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


 


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


 


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


 






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“Excluded
Loan”: With respect to any Risk Retention Consultation Party, a Mortgage Loan or Whole Loan with respect to which, as
of the applicable date of determination, such Risk Retention Consultation Party or the Person entitled to appoint such Risk Retention
Consultation Party or the applicable VRR Interest Owner is a Borrower Party. As of the Closing Date, there are no Excluded Loans
related to the Trust.


 


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


 


“Excluded
Special Servicer Information”: With respect to any Excluded Special Servicer Loan, any information solely related to
such Excluded Special Servicer Loan and/or the related Mortgaged Properties, which shall include the Asset Status Reports, final
Asset Status Reports (or summaries thereof) and any Officer’s Certificates delivered by the Master Servicer or the applicable
Excluded Special Servicer supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance,
or such other information and reports designated as Excluded Special Servicer Information by the applicable Excluded Special Servicer
or the Master Servicer, as applicable, other than such information with respect to such Excluded Special Servicer Loan(s) that
is aggregated with information of other Mortgage Loans at a pool level. For the avoidance of doubt, any file or report contained
in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special
Servicer Loan File relating to any Excluded Special Servicer Loan) shall not be considered “Excluded Special Servicer Information”.


 


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


 


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


 


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


 


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


 


“Fee
Restricted Specially Serviced Loan”: Any Specially Serviced Loan that (i) is a Specially Serviced Loan solely because
of an event described in clauses (iv) or (x) of the definition of “Servicing Transfer Event” and (ii) the Special
Servicer made the determination that the related Mortgage Loan (and any related Serviced Companion Loan) should be transferred
to special servicing and the Master Servicer did not agree with the Special Servicer’s determination, as evidenced by, in
the case of an event described in clause (iv) or (x) of the definition of “Servicing Transfer Event”, an Officer’s
Certificate delivered to the Special Servicer setting forth the reason for such disagreement; provided, however,
that no Specially Serviced Loan shall be a Fee Restricted Specially Serviced Loan if such Specially Serviced Loan is transferred
to special servicing by the determination of the Master Servicer or if the Master


 



     44


     


    

 


Servicer and the Special Servicer mutually agree
to such transfer. A Specially Serviced Loan will be a Fee Restricted Specially Serviced Loan only during the Imminent Default
Fee Restricted Period.


 


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


 


“Final
Recovery Determination”: A reasonable determination by the Special Servicer, with respect to any Defaulted Loan (and,
if applicable, any defaulted Companion Loan), Corrected Loan or REO Property (other than a Mortgage Loan or REO Property, as the
case may be, that was purchased by (i) any of the Mortgage Loan Sellers pursuant to Section 6 of the applicable Mortgage
Loan Purchase Agreement or (ii) the Special Servicer or other person pursuant to Section 3.16(b), any Companion
Holder or any mezzanine lender pursuant to Section 3.16) that there has been a recovery of all Insurance and Condemnation
Proceeds, Liquidation Proceeds, REO Revenue and other payments or recoveries that, in the Special Servicer’s judgment, which
judgment was exercised without regard to any obligation of the Special Servicer to make payments from its own funds pursuant to
Section 3.07(b), will ultimately be recoverable.


 


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


 


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


 


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


 


“Franchise
Required Mortgage Loan”: Any Mortgage Loan (other than a Non-Serviced Mortgage Loan) subject to a franchise agreement
with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related
franchisor to transfer or assign any related comfort letter to the Trust or otherwise have a new comfort letter issued in the
name of the Trust. For the avoidance of doubt, there are no Franchise Required Mortgage Loans with respect to the Trust.


 


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


 


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


 


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


 



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amounts allocated as a Yield
Maintenance Charge, Prepayment Premium, recovery of any late payment charges and default interest or recovery of any assumption
fees or Modification Fees).


 


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


 


“Gain-on-Sale
Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account) created and maintained
by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit of the Certificateholders
(other than the Holders of the VRR Interest), which shall initially be entitled “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered
holders of Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1, Gain-on-Sale Reserve
Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“Grace
Period”: The number of days before a payment default is an event of default under the related Mortgage Loan and/or before
the imposition of late payment charges and/or default interest.


 


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


 


“Grantor
Trust Certificates”: The Class VRR Interest Certificates and the Class D Certificates, collectively.


 


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


 


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


 


“Imminent
Default Fee Restricted Period”: Any Imminent Default Workout Fee Restricted Period or Imminent Default Liquidation Fee
Restricted Period.


 


“Imminent
Default Liquidation Fee Restricted Period”: With respect to any Specially Serviced Loan that is a Specially Serviced
Loan solely because of an event described


 



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in clause (iv) of the definition of “Servicing Transfer Event,” where (A)
a payment default has occurred with respect to the related Balloon Payment and (B) the related Mortgagor has provided prior to
the related Maturity Date, a Refinancing/P&S Document that is satisfactory in form and substance to the Master Servicer from
an acceptable lender or purchaser reasonably satisfactory to the Master Servicer, the period commencing upon the date of such
payment default and ending on the earlier of (i) the time set forth in the applicable Refinancing/P&S Document, as extended
pursuant to the original terms of such documentation, (ii) 120 days after the Balloon Payment default or maturity default, (iii)
the date that the related Mortgagor fails to make the Assumed Scheduled Payment or (iv) the date that the related Mortgage Loan
(or Serviced Companion Loan) would have become a Specially Serviced Loan due to an event other than an event described in clause
(ii) or (iv) of the definition of “Servicing Transfer Event”. In the event that the Master Servicer disagrees with
the Special Servicer’s determination to transfer such Specially Serviced Loan into special servicing, the Master Servicer
shall deliver an Officer’s Certificate to the Special Servicer setting forth the reasons for such disagreement.


 


“Imminent
Default Workout Fee Restricted Period”: With respect to any Specially Serviced Loan that is a Specially Serviced Loan
solely because of an event described in clause (iv) or (x) of the definition of “Servicing Transfer Event,” the period
commencing upon the date that such Mortgage Loan becomes a Specially Serviced Loan based on a determination of the Special Servicer
(without the agreement of the Master Servicer) and ending on the earlier of (i) the date (if any) on which such Specially Serviced
Loan is modified and (ii) the date on which the related Mortgage Loan (or Serviced Companion Loan) would have become a Specially
Serviced Loan due to an event other than an event described in clause (ii), (iv) or (x) of the definition of “Servicing
Transfer Event”. In the event that the Master Servicer disagrees with the Special Servicer’s determination to transfer
such Specially Serviced Loan into special servicing, the Master Servicer shall deliver an Officer’s Certificate to the Special
Servicer setting forth the reasons for such disagreement.


 


“Independent”:
When used with respect to any accountants, a Person who is “independent” within the meaning of Rule 2-01(b) of
the Commission’s Regulation S-X. When used with respect to any specified Person, any such Person who (i) is in
fact independent of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the
Risk Retention Consultation Parties, the Companion Holders (insofar as the relevant matter involves a Whole Loan (whether alone
or together with one or more other Mortgage Loans)), the Asset Representations Reviewer and all Affiliates thereof, (ii) does
not have any material direct financial interest in or any material indirect financial interest in any of the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, the Special Servicer, the Risk Retention Consultation Parties, the Companion
Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)),
the Asset Representations Reviewer or any Affiliate thereof and (iii) is not connected with the Trustee, the Certificate
Administrator, the Depositor, the Master Servicer, the Special Servicer, the Risk Retention Consultation Parties, the Companion
Holders (insofar as the relevant matter involves a Whole Loan (whether alone or together with one or more other Mortgage Loans)),
the Asset Representations Reviewer or any Affiliate thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that a Person shall not fail to be Independent
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer, the Risk Retention Consultation
Parties, the


 



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Companion Holders or any Affiliate thereof merely because such Person is the beneficial owner of 1% or less of any
Class of securities issued by the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, the Special Servicer,
the Asset Representations Reviewer, the Companion Holders or any Affiliate thereof, as the case may be, so long as such ownership
constitutes less than 1% of the total assets of such Person. For the avoidance of doubt, the exception in the proviso above for
ownership of 1% or less of any Class of Certificates shall not apply with respect to the Asset Representations Reviewer.


 


“Independent
Contractor”: Either (i) any Person that would be an “independent contractor” with respect to the Trust
within the meaning of Section 856(d)(3) of the Code if the Trust were a real estate investment trust (except that the ownership
test set forth in that Section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any
Class of Certificates, or such other interest in any Class of Certificates as is set forth in an Opinion of Counsel, which shall
be at no expense to the Trustee, the Certificate Administrator, the Master Servicer, any Companion Holder or the Trust, delivered
to the Trustee, any Companion Holder, the Certificate Administrator and the Master Servicer), so long as the Trust does not receive
or derive any income from such Person and provided that the relationship between such Person and the Trust is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except that neither the Master Servicer nor
the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (i) unless
an Opinion of Counsel has been delivered to the Trustee and the Certificate Administrator to that effect) or (ii) any other
Person (including the Master Servicer and the Special Servicer) upon receipt by the Trustee, the Certificate Administrator and
the Master Servicer of an Opinion of Counsel, which shall be at no expense to the Trustee, the Certificate Administrator, the
Master Servicer or the Trust, to the effect that the taking of any action in respect of any REO Property by such Person, subject
to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause
such REO Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the
Code or cause any income realized in respect of such REO Property to fail to qualify as Rents from Real Property.


 


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


 


“Initial
Delivery Date”: As defined in Section 3.19(d).


 


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


 


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


 



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incorporated by reference into
the Prospectus in both EDGAR-Compatible Format and Excel format.


 


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


 


“Initial
Sub-Servicer”: With respect to each Mortgage Loan that is subject to a Sub-Servicing Agreement with the Master Servicer
as of the Closing Date, the Sub-Servicer under any such Sub-Servicing Agreement. As of the Closing Date, each entity listed on
Exhibit FF is an Initial Sub-Servicer.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Intercreditor
Agreement”: Each intercreditor agreement relating to a Whole Loan described in the Preliminary Statement (each a “Designated
Intercreditor Agreement”), any other intercreditor agreement entered into in connection with the issuance to the direct
or indirect equity holders in the Mortgagor of any existing mezzanine indebtedness or any future mezzanine


 



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indebtedness permitted
under the related Mortgage Loan documents and solely with respect to a Joint Mortgage Loan treated as a Serviced Whole Loan in
accordance with Section 3.33 hereof (to the extent there is no related Intercreditor Agreement governing the relationship
of the promissory notes comprising such Joint Mortgage Loan), the applicable Mortgage Loan documents together with the provisions
of Section 3.33 hereof.


 


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


 


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


 


“Interest
Deposit Amount”: With respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, an amount equal to
one (1) days of interest at the related Net Mortgage Rate on the related Cut-off Date Balance of such Mortgage Loan (or the aggregate
of such interest for all such Mortgage Loans, as the context may require), which amount is required to be delivered by the related
Mortgage Loan Seller to the Depositor on the Closing Date for deposit in the Interest Reserve Account pursuant to the related
Mortgage Loan Purchase Agreement, which aggregate amount is equal to $56,097.28.


 


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


 


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


 


“Interest
Reserve Account”: The trust account or subaccount of the Distribution Account created and maintained by the Certificate
Administrator pursuant to Section 3.04(b) initially in the name of “Wells Fargo Bank, National Association,
as Certificate Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered
holders of Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1, Interest Reserve
Account”, into which the amounts set forth in Section 3.21 shall be deposited directly and which must be an
Eligible Account or subaccount of an Eligible Account.


 






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


 


“Interested
Person”: As of the date of any determination, (i) the Depositor, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer, the Certificate Administrator, the Trustee, a Risk Retention Consultation Party, any sponsor, any Borrower
Party, any Independent Contractor engaged by the Special Servicer, any holder of a related mezzanine loan, or any known Affiliate
of any of the preceding entities and, (ii) with respect to a Whole Loan if it is a Defaulted Loan, the depositor, the master servicer,
the special servicer (or any independent contractor engaged by such special servicer), or the trustee for the securitization of
a Companion Loan, and each related Companion Holder or its representative, or any known Affiliate of any such party described
above.


 


“Intralinks
Site”: The internet website, which shall initially be “www.intralinks.com”, used by the Depositor and Mortgage
Loan Sellers to accept and upload the Diligence Files.


 


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


 


“Investor
Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit P-1A and
Exhibit P-1B to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s
Website (which may be a click-through confirmation), representing (i) that such Person executing the certificate is a Certificateholder,
a Certificate Owner, a prospective purchaser of a Certificate, a Risk Retention Consultation Party or a Companion Holder (or any
investment advisor, manager or other representative of the foregoing), (ii) that either (a) such Person is a Risk Retention
Consultation Party or is a Person who is not a Borrower Party, in which case such Person shall have access to all the reports
and information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such
Person is a Borrower Party in which case (1) if such Person is a Risk Retention Consultation Party, such Person shall have access
to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder,
or (2) if such Person is not a Risk Retention Consultation Party, such Person shall only receive access to the Distribution Date
Statements prepared by the Certificate Administrator, (iii) that such Person has received a copy of the final Prospectus
(except in the case of a certification by a Companion Holder) and (iv) such Person agrees to keep any Privileged Information
confidential and will not violate any securities laws.


 


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


 


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


 






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“Joint
Mortgage Loan” means a Mortgage Loan originated by more than one Mortgage Loan Seller. The Joint Mortgage Loans related
to the Trust are the 1633 Broadway Mortgage Loan and Bellagio Hotel and Casino Mortgage Loan.


 


“JPMCB”:
JPMorgan Chase Bank, National Association, a national banking association organized under the laws of the United States.


 


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


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan or with respect to any REO Property (and the related REO Loan), any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage Loan; (iii) such Mortgage Loan is repurchased by the applicable Mortgage Loan Seller pursuant to Section 6
of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan is purchased by the Special Servicer, or by any
Companion Holder or any mezzanine lender (as applicable) pursuant to Section 3.16 (and the related Intercreditor Agreement,
as applicable); or (v) such Mortgage Loan is sold by the Special Servicer pursuant to the terms of this Agreement.


 


“Liquidation
Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Special
Servicer in connection with a liquidation of any Specially Serviced Loan or REO Property (except with respect to a Non-Serviced
Mortgaged


 



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Property) pursuant to Section 3.16 (including, without limitation, legal fees and expenses, committee or
referee fees and, if applicable, brokerage commissions and conveyance taxes).


 


“Liquidation
Fee”: A fee payable to the Special Servicer (A) (x) with respect to each Specially Serviced Loan (except with respect
to any Fee Restricted Specially Serviced Loan during a related Imminent Default Liquidation Fee Restricted Period) or REO Property
(except with respect to a Non-Serviced Mortgage Loan) or (y) with respect to each Defaulted Loan that is a Non-Serviced Mortgage
Loan sold by the Special Servicer in accordance with this Agreement, in each case, as to which the Special Servicer obtains (i) a
full, partial or discounted payoff from the related Mortgagor or (ii) any Liquidation Proceeds or Insurance and Condemnation
Proceeds with respect to the related Mortgage Loan (including the related Companion Loan, if applicable), or REO Property (in
any case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of the Liquidation
Fee Rate and the proceeds of such full, partial or discounted payoff or other partial payment or the Liquidation Proceeds or Insurance
and Condemnation Proceeds (net of the related costs and expenses associated with the related liquidation) related to such liquidated
Specially Serviced Loan or REO Property, as the case may be; provided, however, that no Liquidation Fee shall be
payable with respect to (a) the purchase of any Specially Serviced Loan by the Special Servicer or any Affiliate thereof,
(b) any event described in clause (v) and (vi) of the definition of “Liquidation Proceeds” (or any substitution in
lieu of a repurchase) so long as such repurchase, substitution or Loss of Value Payment occurs prior to the termination of the
Extended Cure Period, (c) any event described in clause (v) of the definition of “Liquidation Proceeds”, as long as,
with respect to a purchase pursuant to clause (v) of the definition of “Liquidation Proceeds”, a purchase occurs within
ninety (90) days following the date that the first purchase option trigger occurs resulting in such purchase option holder’s
purchase option becoming exercisable during that period prior to such Mortgage Loan becoming a Corrected Loan pursuant to the
related Intercreditor Agreement, (d) with respect to a Serviced Companion Loan, (x) a repurchase of such Serviced Companion
Loan by the applicable Mortgage Loan Seller for a breach of a representation or warranty or for a defective or deficient mortgage
loan documentation under an Other Pooling and Servicing Agreement within the time period (or extension thereof) provided for such
repurchase of such repurchase occurs prior to the termination of the extended resolution period provided therein or (y) a
purchase of such Serviced Companion Loan by any applicable party to the Other Pooling and Servicing Agreement pursuant to a clean-up
call or similar liquidation of the Other Securitization, or (e) if a Mortgage Loan or Serviced Whole Loan becomes a Specially
Serviced Loan solely because of a Servicing Transfer Event described in clause (ii) of the definition of “Servicing
Transfer Event”, Liquidation Proceeds are received within ninety (90) days following the related Maturity Date as a result
of such Mortgage Loan or Serviced Whole Loan being refinanced or otherwise repaid in full (but, in the event that a Liquidation
Fee is not payable due to the application of any of clauses (a) through (e) above, the Special Servicer may still
collect and retain a Liquidation Fee and similar fees from the related Mortgagor to the extent provided for in, or not prohibited
by, the related loan documents); provided that the Liquidation Fee with respect to any Specially Serviced Loan will be
reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the related
Mortgage Loan and any related Companion Loan, as applicable, or REO Property and received by the Special Servicer as compensation
within the prior twelve (12) months, but only to the extent those fees have not previously been deducted from a Workout Fee or
Liquidation Fee. No Liquidation Fee shall be payable in connection with a Loss of Value


 



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Payment by a Mortgage Loan Seller, if
the applicable Mortgage Loan Seller makes such Loss of Value Payment within ninety (90) days of receipt of notice of a breach
(and giving effect to an extension period of ninety (90) days).


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (i) 1.00% with respect to any Specially Serviced Loan and REO Property; provided
that if such rate would result in an aggregate Liquidation Fee of less than $25,000, then the Liquidation Fee Rate will be
equal to such higher rate as would result in an aggregate Liquidation Fee equal to $25,000 and (ii) such lower rate that would
result in a Liquidation Fee of $1,000,000.


 


“Liquidation
Proceeds”: Cash amounts received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the
liquidation (including a payment in full) of a Mortgaged Property or other collateral constituting security for a Defaulted Loan
or defaulted Companion Loan, if applicable, through a trustee’s sale, foreclosure sale, REO Disposition or otherwise, exclusive
of any portion thereof required to be released to the related Mortgagor in accordance with applicable law and the terms and conditions
of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Mortgagor;
(iii) any sale of (A) a Specially Serviced Loan pursuant to Section 3.16(a) or (B) any REO Property
pursuant to Section 3.16(b); (iv) the repurchase of a Mortgage Loan by the applicable Mortgage Loan Seller pursuant
to Section 6 of the related Mortgage Loan Purchase Agreement; (v) the purchase of a Mortgage Loan or an REO Property
by (a) the applicable Subordinate Companion Holder or (b) the related mezzanine lender pursuant to Section 3.16
and the related Intercreditor Agreement; or (vi) the transfer of any Loss of Value Payments from the Loss of Value Reserve
Fund to the Collection Account in accordance with Section 3.05(g) of this Agreement (provided that, for the
purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss
of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds”
from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage
Loan Seller). With respect to any Whole Loan, as used in this Agreement, Liquidation Proceeds shall refer to such portion of Liquidation
Proceeds to the extent allocable to the related Mortgage Loan or related Companion Loan, as applicable, pursuant to the terms
of the related Intercreditor Agreement.


 


“Loan-Specific
Directing Certificateholder”: With respect to any Servicing Shift Whole Loan, the “Controlling Holder”,
the “Directing Certificateholder”, the “Directing Holder”, the “Directing Lender” or any analogous
concept set forth under the related Intercreditor Agreement. Prior to the applicable Servicing Shift Securitization Date, the
Loan-Specific Directing Certificateholder with respect to the related Servicing Shift Whole Loan will be the holder of the related
Servicing Shift Lead Note. On and after the applicable Servicing Shift Securitization Date, there will be no Loan-Specific Directing
Certificateholder under this Agreement with respect to the related Servicing Shift Whole Loan. As of the Closing Date, JPMCB will
be the Loan-Specific Directing Certificateholder with respect to the Mortgage Loan identified on the Mortgage Loan Schedule as
“1501 Broadway”.


 


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


 






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


 


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


 


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


 


“Lower-Tier
Regular Interests”: Any of the Class LA1, Class LA2, Class LA3, Class LAS, Class LB, Class LC,
Class LD and Class LVRR Uncertificated Interests.


 


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


 


“Lower-Tier
REMIC Distribution Account”: The segregated account, accounts or sub-accounts created and maintained by the Certificate
Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for the Certificateholders, which shall
initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2020-IG1, Lower-Tier REMIC Distribution Account”. Any such account, accounts or sub-accounts
shall be an Eligible Account.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


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


 






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


 


“Master
Servicer”: With respect to each of the Mortgage Loans, Midland Loan Services, a Division of PNC Bank, National Association,
and its successors in interest and assigns, or any successor appointed as allowed herein.


 


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


 


“Master
Servicer Remittance Date”: The Business Day immediately preceding each Distribution Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Mortgage”:
With respect to any Mortgage Loan or Companion Loan, the mortgage(s), deed(s) of trust or other instrument(s) securing the related
Mortgage Note and


 



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creating a first mortgage lien on the fee and/or leasehold interest in the related Mortgaged Property.


 


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


 


(i)        
the original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, to “Pay
to the order of Wells Fargo Bank, National Association, as Trustee for the benefit of the registered holders of Benchmark 2020-IG1
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1, without recourse, representation or warranty”
or in blank and further showing a complete, unbroken chain of endorsement from the originator (or, if the original Mortgage Note
has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy
of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee);


 


(ii)        the original or a certified copy (or a copy provided by the applicable recording office if a certified copy cannot be provided
by such office; provided that the Custodian is not required to investigate whether the recording office cannot provide
a certified copy) of the Mortgage, together with an original or copy of any intervening assignments of the Mortgage, in each case
with evidence of recording indicated thereon or certified to have been submitted for recording;


 


(iii)       an original Assignment of Mortgage, in complete and recordable form (except for the name of the assignee, if delivered in blank,
and except for recording information not yet available, if the Mortgage or an assignment thereof has not been returned from the
applicable recording office), executed by the most recent assignee of record thereof prior to the Trustee, or if none, by the
originator to “Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of Benchmark
2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1” or in blank and, in the case of
any Serviced Whole Loan, in its capacity as “Lead Securitization Note Holder” or similar capacity under the related
Intercreditor Agreement on behalf of the related Serviced Companion Noteholders;


 


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


 


(v)       
an original assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee or in blank and (subject to the completion of certain missing recording information and, if applicable, the assignee’s
name) in recordable form (or, if the related Mortgage Loan Seller is responsible for the recordation of that assignment, a copy
thereof


 



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certified to be the copy of such assignment submitted or to be submitted for recording);


 


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


 


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


 


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


 


(ix)      
any filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements, related amendments and continuation
statements in the possession of the applicable Mortgage Loan Seller;


 


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


 


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


 


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


 


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


 


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


 


(xv)      the original or a copy of any franchise agreements and comfort letters or similar agreements relating to a Mortgage Loan or Serviced
Whole Loan


 



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and, with respect to any franchise agreement, comfort letter or similar agreement, any assignment of such agreements
or any notice to the franchisor of the transfer of a Mortgage Loan or Serviced Whole Loan and a request for confirmation that
the Trust is a beneficiary of such comfort letter or other agreement, or for the issuance of a new comfort letter in favor of
the Trust, as the case may be;


 


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


 


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


 


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


 


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


 


provided,
however, that (a) whenever the term “Mortgage File” is used to refer to documents held by the Custodian,
such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually
received by the Custodian, (b) if there exists with respect to any Crossed Mortgage Loan Group only one original or certified
copy of any document referred to in the definition of “Mortgage File” covering all of the Mortgage Loans in such Crossed
Mortgage Loan Group, then the inclusion of such original or certified copy in the Mortgage File for any of the Mortgage Loans
constituting such Crossed Mortgage Loan Group shall be deemed the inclusion of such original or certified copy in the Mortgage
File for each such Mortgage Loan, (c) to the extent that this Agreement refers to a “Mortgage File” for a Companion
Loan, such “Mortgage File” shall be construed to mean the Mortgage File for the related Mortgage Loan (except that
references to the Mortgage Note for a Companion Loan otherwise described above shall be construed to instead refer to a photocopy
of such Mortgage Note), (d) with respect to any Mortgage Loan that has a Serviced Companion Loan, the execution and/or recordation
of any assignment of Mortgage, any separate assignment of Assignment of Leases and any assignment of any UCC Financing Statement
in the name of the Trustee shall not be construed to limit the beneficial interest of the related Companion Holder(s) in such
instrument and the benefits intended to be provided to them by such instrument, it being acknowledged that (i) the Trustee
shall hold such record title for the benefit of the Trust as the holder of the related Mortgage Loan and the related Companion
Holder(s) collectively and (ii) any efforts undertaken by the Trustee, the Master Servicer, or the Special Servicer on its
behalf to enforce or obtain the benefits of such instrument shall be construed to be so undertaken by Trustee, the Master Servicer
or the Special Servicer for the benefit of the Trust as the holder of the applicable Mortgage Loan and the related Companion Holder(s)
collectively, (e) in connection with any Non-Serviced Mortgage Loan, the preceding document delivery requirements will be
met by the delivery by the applicable Mortgage Loan Seller of copies of the documents specified above (other than the Mortgage
Note and intervening endorsements evidencing such Mortgage Loan, with respect to which the original shall be required) including
a copy of the Mortgage securing the applicable Mortgage Loan and any assignments or other


 



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transfer documents referred to in clauses
(iii), (v), (vi), (vii), (ix) and (x) above as being in favor of the Trustee shall instead
be in favor of the applicable Non-Serviced Trustee and need only be in such form as was delivered to the applicable Non-Serviced
Trustee or a custodian on its behalf, and (f) in connection with any (A) Non-Serviced Mortgage Loan, any and all document
delivery requirements as regards the related Mortgage File (or any portion thereof) set forth herein or in the related Mortgage
Loan Purchase Agreement will also be satisfied by the delivery, in compliance with the terms of the related Non-Serviced PSA,
by the applicable Mortgage Loan Seller of the documents specified above (other than the Mortgage Note and intervening endorsements
evidencing such Mortgage Loan) to the custodian under the related Non-Serviced PSA (in such form as was delivered to the custodian
under the related Non-Serviced PSA) and (B) Servicing Shift Mortgage Loan, the foregoing documents shall be delivered to the Custodian
by the applicable Mortgage Loan Seller on or prior to the Closing Date and such documents (other than the documents described
in clause (i) above) shall be transferred to the custodian pursuant to Section 2.01(i).


 


Notwithstanding
anything to the contrary contained herein, with respect to a Joint Mortgage Loan, delivery of the Mortgage File (other than with
respect to the original Mortgage Note, related allonge and assignments held by or from the related Mortgage Loan Seller) by either
of the applicable Mortgage Loan Sellers shall satisfy the delivery requirements for both of the applicable Mortgage Loan Sellers.


 


“Mortgage
Loan”: Each of the mortgage loans (other than the Crossed Underlying Loans of a Crossed Mortgage Loan Group, it being
understood that for the purposes of this Agreement each Crossed Mortgage Loan Group shall be treated as one Mortgage Loan) transferred
and assigned to the Trustee pursuant to Section 2.01 and to be held by the Trust. As used herein, the term “Mortgage
Loan” includes the related Mortgage Note, Mortgage and other documents contained in the related Mortgage File and any related
agreements. The term “Mortgage Loan” shall, as of any date of determination, include any Qualified Substitute Mortgage
Loan that has replaced a Mortgage Loan pursuant to Section 2.03 and exclude any such replaced Mortgage Loan.


 


“Mortgage
Loan Checklist”: A list related to each Mortgage Loan indicating the related Mortgage Loan documents included in the
related Mortgage File as of the Closing Date.


 


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


 


“Mortgage
Loan Schedule”: The list of Mortgage Loans transferred on the Closing Date to the Trustee as part of the Trust Fund,
attached hereto as Exhibit B, which list sets forth the following information with respect to each Mortgage Loan so
transferred:


 


(a)          
the Loan Number;


 


(b)           the Mortgage Loan Seller;


 


(c)          
the Mortgage Loan name;


 






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


 


(e)          
the Mortgage Rate in effect as of the Cut-off Date;


 


(f)           
the original principal balance;


 


(g)           the Stated Principal Balance as of the Cut-off Date;


 


(h)           the Maturity Date or Anticipated Repayment Date for each Mortgage Loan;


 


(i)           
the Due Date;


 


(j)           
the amount of the Periodic Payment due on the first Due Date following the Cut-off Date (or, in the case of a Mortgage Loan that
provides an initial interest-only period and provides for scheduled amortization payments after the expiration of such interest-only
period, 12 times the monthly payment of principal and interest payable during the amortization period);


 


(k)           the Servicing Fee Rate;


 


(l)           
whether the Mortgage Loan is an Actual/360 Loan;


 


(m)          whether any letter of credit is held by the lender as a beneficiary or is assigned as security for such Mortgage Loan;


 


(n)           the Revised Rate of such Mortgage Loan, if any;


 


(o)           whether the Mortgage Loan is part of a Whole Loan;


 


(p)           whether the Mortgage Loan is secured in any part by a leasehold interest; and


 


(q)           whether the Mortgage Loan has any related mezzanine debt or other subordinate debt.


 


“Mortgage
Loan Seller”: Each of (i) JPMorgan Chase Bank, National Association, a national banking association organized under
the laws of the United States, or its successor in interest, (ii) German American Capital Corporation, a Maryland corporation,
or its successor in interest and (iii) Citi Real Estate Funding Inc., a New York corporation, or its successor in interest.


 


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


 



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denominator of which
is equal to the Cut-off Date principal balance of such Joint Mortgage Loan.


 


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


 


“Mortgage
Rate”: With respect to: (i) any Mortgage Loan (including any Non-Serviced Mortgage Loan) or related Serviced Pari
Passu Companion Loan on or prior to its Maturity Date, the annual rate at which interest is scheduled (in the absence of a default)
to accrue on such Mortgage Loan or related Serviced Pari Passu Companion Loan from time to time in accordance with the related
Mortgage Note and applicable law; or (ii) any Mortgage Loan or related Serviced Pari Passu Companion Loan after its Maturity
Date, the annual rate described in clause (i) above determined without regard to the passage of such Maturity Date.
For the avoidance of doubt, the Mortgage Rate of any ARD Loan shall not be construed to include the related Excess Rate.


 


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


 


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


 


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


 


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


 


“Net
Mortgage Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and any REO Loan (other
than the portion of an REO Loan related to any Companion Loan) as of any date of determination, a rate per annum equal
to the related Mortgage Rate then in effect (without regard to any increase in the interest rate of any ARD Loan after its respective
Anticipated Repayment Date), minus the related Administrative Cost Rate; provided, however, that for purposes
of calculating Pass-Through Rates, the Net Mortgage


 



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Rate for any Mortgage Loan will be determined without regard to any modification,
waiver or amendment of the terms of the related Mortgage Loan, whether agreed to by the Master Servicer or the Special Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the Mortgagor; provided, further, that
for any Mortgage Loan that does not accrue interest on the basis of a 360-day year consisting of twelve 30-day months, then, solely
for purposes of calculating Pass-Through Rates and the Weighted Average Net Mortgage Rate, the Net Mortgage Rate of such Mortgage
Loan or for any one-month period preceding a related Due Date will be the annualized rate at which interest would have to accrue
in respect of such Mortgage Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate
amount of interest actually accrued in respect of such Mortgage Loan during such one-month period at the related Net Mortgage
Rate; provided, further, that, with respect to each Actual/360 Loan, the Net Mortgage Rate for the one-month period
(A) preceding the Due Dates that occur in January and February in any year which is not a leap year or preceding the Due
Date that occurs in February in any year which is a leap year (in either case, unless the related Distribution Date is the final
Distribution Date), will be determined exclusive of any Withheld Amounts, (B) preceding the Due Date in March (or February,
if the related Distribution Date is the final Distribution Date) (commencing in 2020), will be determined inclusive of the amounts
withheld in the immediately preceding January and February, if applicable, and (C) preceding the Due Date in March 2020, will
be determined inclusive of the Interest Deposit Amount With respect to any REO Loan, the Net Mortgage Rate shall be calculated
as described above, determined as if the predecessor Mortgage Loan had remained outstanding.


 


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


 


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


 


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


 


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


 


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


 



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deliver to the
master servicer and, to the extent required under the related Intercreditor Agreement, special servicer under any Other Pooling
and Servicing Agreement, and, with respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver to the related Non-Serviced
Master Servicer under the Non-Serviced PSA), the Certificate Administrator, the Trustee and the 17g-5 Information Provider notice
of such determination. Any such determination shall be conclusive and binding upon, and may be conclusively relied upon by, the
Master Servicer and the Trustee, provided, however, that the Special Servicer shall have no such obligation to make
an affirmative determination that any P&I Advance is or would be recoverable and in the absence of a determination by the
Special Servicer that such P&I Advance is or would be a Nonrecoverable P&I Advance, such decision shall remain with the
Master Servicer or Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of
any previously made or proposed P&I Advance is a Nonrecoverable P&I Advance, the Master Servicer and the Trustee shall
have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed P&I
Advance is a Nonrecoverable P&I Advance. With respect to any Non-Serviced Whole Loan, if any Non-Serviced Master Servicer
or Non-Serviced Special Servicer, as applicable, in connection with a securitization of the related Non-Serviced Companion Loan
determines that a P&I Advance with respect to the related Non-Serviced Companion Loan, if made, would be a Nonrecoverable
P&I Advance, such determination shall not be binding on the Master Servicer and the Trustee as it relates to any proposed
P&I Advance with respect to the related Non-Serviced Mortgage Loan. Similarly, with respect to the related Non-Serviced Mortgage
Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that any P&I Advance with respect
to a related Non-Serviced Mortgage Loan, if made, would be a Nonrecoverable P&I Advance, such determination shall not be binding
on the related Non-Serviced Master Servicer and related Non-Serviced Trustee as it relates to any proposed P&I Advance with
respect to the related Non-Serviced Companion Loan (unless the related Non-Serviced PSA provides otherwise). In making such recoverability
determination, the Master Servicer, Special Servicer or Trustee, as applicable, shall be entitled (a) to consider (among
other things) (i) the obligations of the Mortgagor under the terms of the related Mortgage Loan or Companion Loan(s), as
applicable, as it may have been modified and (ii) the related Mortgaged Properties in their “as-is” or then-current
conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case
of the Master Servicer or the Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its
capacity as Trustee) regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties,
(b) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer
or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among other things) future
expenses, (c) to estimate and consider (consistent with the Servicing Standard in the case of the Master Servicer and the
Special Servicer or in its good faith business judgment in the case of the Trustee, solely in its capacity as Trustee) (among
other things) the timing of recoveries, (d) to give due regard to the existence of any Nonrecoverable Advances which, at
the time of such consideration, the recovery of which are being deferred or delayed by the Master Servicer, the Trustee or the
Special Servicer, in light of the fact that related proceeds are a source of recovery not only for the Advance under consideration
but also a potential source of recovery for such delayed or deferred Advance and (e) with respect to a Non-Serviced Whole Loan,
any non-recoverability determination of the Non-Serviced Master Servicer or Non-Serviced Trustee under the related


 



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


 


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


 



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


 



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


 






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“Non-Registered
Certificate”: Unless and until registered under the Securities Act, any Class R or Class VRR Certificate.


 


“Non-Serviced
Asset Representations Reviewer”: The “Asset Representations Reviewer” under a Non-Serviced PSA.


 


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


 


“Non-Serviced
Companion Loan”: Each of the Pari Passu Companion Loans and Subordinate Companion Loans, if any, identified as (i) “Non-Serviced”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement, (ii) “Non-Serviced
A/B” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement or
(iii) “Servicing Shift” under the column entitled “Type” in the “Whole Loan” chart in the
Preliminary Statement, on and after the related Servicing Shift Securitization Date.


 


“Non-Serviced
Custodian”: Any custodian under a Non-Serviced PSA.


 


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


 


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


 


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


 


“Non-Serviced
Intercreditor Agreement”: Each of the Intercreditor Agreements related to the Whole Loans identified as (i) “Non-Serviced”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement or (ii) “Servicing
Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement,
on and after the related Servicing Shift Securitization Date.


 


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


 


“Non-Serviced
Mortgage Loan”: Each of the Mortgage Loans identified as (i) “Non-Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement or (ii) “Servicing Shift” under the column entitled
“Type” in the “Whole Loan” chart in the Preliminary Statement, on and after the related Servicing Shift
Securitization Date.


 


“Non-Serviced
Mortgaged Property”: With respect to each Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced Whole
Loan, the related Mortgaged Property that secures such Non-Serviced Mortgage Loan, Non-Serviced Companion Loan and Non-Serviced
Whole Loan.


 


“Non-Serviced
Operating Advisor”: The “Operating Advisor” under a Non-Serviced PSA.


 






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“Non-Serviced
Primary Servicing Fee Rate”: With respect to each Non-Serviced Mortgage Loan, the per annum rate set forth under
the column entitled “Non-Serviced Primary Servicing Fee Rate” in the “Whole Loan” chart in the Preliminary
Statement.


 


“Non-Serviced
PSA”: Each of the PSAs identified under the “Non-Serviced PSA” column in the “Whole Loan” chart
in the Preliminary Statement and, on and after any Servicing Shift Securitization Date, the PSA that governs the servicing of
the related Servicing Shift Whole Loan.


 


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


 


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


 


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


 


“Non-Serviced
Whole Loan”: Each of the Whole Loans identified as “Non-Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement and, on and after the related Servicing Shift Securitization
Date, each of the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the
“Whole Loan” chart in the Preliminary Statement.


 


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


 


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


 


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


 


“Non-VRR
Certificates”: The Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B, Class C and Class D Certificates.


 


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


 


“Non-VRR
Prepayment Premiums and Yield Maintenance Charges”: As defined in Section 4.01(d).


 


“Notional
Amount”: In the case of the Class X-A Certificates, the Class X-A Notional Amount; and in the case of the
Class X-B Certificates, the Class X-B Notional Amount.


 


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


 


“NRSRO
Certification”: A certification (a) substantially in the form of Exhibit P-2 executed by a NRSRO or (b) provided
electronically and executed by such NRSRO 


 



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


 


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


 


“Offered
Certificates”: The Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S, Class B,
Class C and Class D Certificates.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“Other
Securitization”: As defined in Section 11.06.


 


“Other
Servicer”: Any master servicer or special servicer, as applicable, under an Other Pooling and Servicing Agreement. With
respect to the delivery of any notices, reports or other information required to be delivered pursuant to this Agreement by any
party hereto to an Other Servicer, “Other Servicer” shall mean the master servicer under the applicable Other Pooling
and Servicing Agreement and, only to the extent required by or contemplated by the related Intercreditor Agreement, the special
servicer under the applicable Other Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 


“Pari
Passu Companion Loan”: A Companion Loan that is pari passu in right of payment with the Mortgage Loan included
in the related Whole Loan.


 


“Pass-Through
Rate”: Any of the Class A-1 Pass-Through Rate, the Class A-2 Pass-Through Rate, the Class A-3 Pass-Through
Rate, the Class A-S Pass-Through Rate, the Class B Pass-Through Rate, the Class C Pass-Through Rate, the Class
D Pass-Through Rate, the Class X-A Pass-Through Rate and the Class X-B Pass-Through Rate, as the case may be. With respect
to the Class VRR Upper-Tier Regular Interest, the Weighted Average Net Mortgage Rate.


 


Neither
of the Class R nor the Class VRR Interest Certificates have Pass-Through Rates.


 


“PCAOB”:
The Public Company Accounting Oversight Board.


 


“Penalty
Charges”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Companion Loan (or
any successor REO Loan), any amounts actually collected thereon (or, in the case of a Serviced Companion Loan (or any successor
REO Loan thereto) that is part of a Serviced Whole Loan, actually collected on such Serviced Whole Loan and allocated and paid
on such Serviced Companion Loan (or any successor REO Loan) in accordance with the related Intercreditor Agreement) that represent
late


 



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payment charges or Default Interest, other than a Prepayment Premium or a Yield Maintenance Charge or any Excess Interest.


 


“Percentage
Interest”: As to any Certificate (other than the Class R Certificates), the percentage interest evidenced thereby
in distributions required to be made with respect to the related Class. With respect to any Certificate (other than the Class R
Certificates), the percentage interest is equal to the Denomination as of the Closing Date of such Certificate divided by the
Original Certificate Balance or Original Notional Amount, as applicable, of such Class of Certificates as of the Closing Date.
With respect to a Class R Certificate, the percentage interest is set forth on the face thereof.


 


“Performance
Certification”: As defined in Section 11.06.


 


“Performing
Party”: As defined in Section 11.12.


 


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


 


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


 


(i)        
direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of
America, Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of which are
backed by the full faith and credit of the United States of America that mature in one (1) year or less from the date of acquisition;
provided that any obligation of, or guarantee by, 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 (or, insofar as there is then outstanding any class of Serviced Companion
Loan Securities that are then rated by such Rating Agency, such class of securities) as evidenced in writing, other than unsecured
senior debt obligations of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban


 



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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;


 


(ii)        time deposits, unsecured certificates of deposit, or bankers’ acceptances that mature in one (1) year or less after the
date of issuance and are issued or held by any depository institution or trust company (including the Trustee) incorporated or
organized under the laws of the United States of America or any State thereof and subject to supervision and examination by federal
or state banking authorities (A) in the case of such investments with maturities of thirty (30) days or less, the short-term debt
obligations of which are rated at least “F1” by Fitch and the highest short-term debt rating category of KBRA (if
then rated by KBRA) or the long-term debt obligations of which are rated at least “A” by Fitch, (B) in the case of
such investments with maturities of three (3) months or less, but more than thirty (30) days, the short-term obligations of which
are rated at least “F1+” by Fitch and the highest short-term debt rating category of KBRA (if then rated by KBRA)
or the long-term obligations of which are rated at least “AA-” by Fitch, (C) in the case of such investments with
maturities of six (6) months or less, but more than three (3) months, the short-term obligations of which are rated at least “F1+”
by Fitch and the highest short-term debt rating category of KBRA (if then rated by KBRA) and the long-term obligations of which
are rated at least “AA-” by Fitch and (D) in the case of such investments with maturities of more than six (6) months,
the short-term obligations of which are rated at least “F1+” by Fitch and the highest short-term debt rating category
of KBRA (if then rated by KBRA) and the long-term obligations of which are rated at least “AA-” by Fitch;


 


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


 


(iv)      debt obligations bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States
of America or any state thereof which mature in one (1) year or less from the date of acquisition, which debt obligations are
rated in the highest rating categories of Fitch and KBRA (if rated by KBRA); provided, however, that securities
issued by any particular corporation will not be Permitted Investments to the extent that investment therein will cause the then
outstanding principal amount of securities issued by such corporation and held in the accounts established hereunder to exceed
10% of the sum of the aggregate principal balance and the aggregate principal amount of all Permitted Investments in such accounts;


 


(v)       commercial paper (including both non-interest bearing discount obligations and interest bearing obligations) of any corporation
or other entity



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organized under the laws of the United States or any state thereof payable on demand or on a specified date maturing
in one (1) year or less from the date of acquisition thereof and which is rated in the highest rating category of Fitch and KBRA
(if rated by KBRA) and (1) in the case of such investments with maturities of 30 days or less, “F1” by Fitch and in
the highest short term debt rating category of KBRA (if then rated by KBRA), (2) in the case of such investments with maturities
of three (3) months or less, but more than thirty (30) days, the short-term debt obligations of which are rated at least “F1+”
by Fitch (or “F1” by Fitch, if the long-term debt obligations of which are rated at least “AA-” by Fitch)
and the short-term debt obligations of which are rated in the highest short-term rating category by KBRA (if then rated by KBRA),
(3) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations
of which are rated at least “F1+” by Fitch and the highest short-term debt rating category of KBRA (if then rated
by KBRA) and the long-term obligations of which are rated at least “AA-” by Fitch, and (4) in the case of such
investments with maturities of more than six months, the short-term debt obligations of which are rated “F1+” by Fitch
and the highest short-term debt rating category of KBRA (if then rated by KBRA) and the long-term obligations of which are rated
at least “AA-” by Fitch;


 


(vi)      money market funds which seek to maintain a constant net asset value per share, rated in the highest rating categories of Fitch
(if so rated by such Rating Agency (and if not rated by any such Rating Agency, an equivalent rating (or higher) by at least two (2)
NRSROs (which may include Fitch, KBRA, DBRS, Moody’s and/or S&P))) and the highest rating obtainable from KBRA (or,
if not rated by KBRA, otherwise acceptable to such Rating Agency, as confirmed in a Rating Agency Confirmation relating to the
Certificates), which may include the investments referred to in clause (i) hereof if so qualified that (a) have
substantially all of their assets invested continuously in the types of investments referred to in clause (i) above
and (b) have net assets of not less than $5,000,000,000;


 


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


 


(viii)    any other demand, money market or time deposit, obligation, security or investment not listed in clauses (i) –
(vi) above with respect to which a 


 



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Rating Agency Confirmation has been obtained from each and every Rating Agency;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Prepayment
Interest Excess”: For any Distribution Date and with respect to any Mortgage Loan or Serviced Whole Loan that was subject
to a Principal Prepayment in full or in part during the related Collection Period, which Principal Prepayment was applied to such
Mortgage Loan or Serviced Whole Loan, as applicable, after the related Due Date and prior to the following Determination Date,
the amount of interest (net of the related Servicing Fees and any Excess Interest), to the extent collected from the related Mortgagor
(without regard to any Prepayment Premium or Yield Maintenance Charge actually collected), that would have accrued at a rate per
annum equal to the sum of (x) the related Net Mortgage Rate for such Mortgage Loan or Serviced Whole Loan, as applicable,
and (y) the Certificate Administrator Fee Rate and the Asset Representations Reviewer Fee Rate, on the amount of such Principal
Prepayment from such Due Date to, but not including, the date of such prepayment (or any later date through which interest accrues).


 


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


 


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


 






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


 


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


 


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


 


“Principal
Balance Certificates”: Each of the Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C
and Class D Certificates.


 


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


 


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


 


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


 


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


 


“Privileged
Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes
generally available and known to the public


 



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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 Master Servicer,
the Special Servicer the Asset Representations Reviewer, the Certificate Administrator and the Trustee, based on advice of legal
counsel), required by law, rule, regulation, order, judgment or decree to disclose such information.


 


“Privileged
Person”: The Depositor and its designees, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the Special
Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, any
Additional Servicer designated by the Master Servicer or the Special Servicer, the Asset Representations Reviewer, any Serviced
Companion Loan Transparency Designee, any Companion Holder who provides an Investor Certification, any Person who provides the
Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate
Administrator with an NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically
via the Certificate Administrator’s Website; provided, however, that in no event may a Borrower Party (other
than a Borrower Party that is a Risk Retention Consultation Party or the Special Servicer) be entitled to receive any information
other than the Distribution Date Statement. In determining whether any Person is an Additional Servicer the Certificate Administrator
may rely on a certification by the Master Servicer, the Special Servicer or any Mortgage Loan Seller, as the case may be.


 


Notwithstanding
anything to the contrary in this Agreement, if the Special Servicer obtains knowledge that it has become a Borrower Party, the
Special Servicer shall nevertheless be a Privileged Person; provided that the Special Servicer (i) shall not directly
or indirectly provide any information related to any Excluded Special Servicer Loan to (A) the related Borrower Party, (B) any
of the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds
a direct or indirect ownership interest in the related Borrower Party, and (ii) shall maintain sufficient internal controls
and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above;
provided, further, that nothing in this Agreement shall be construed as an obligation of the Master Servicer or
the Certificate Administrator to restrict the Special Servicer’s access to any information on the Master Servicer’s
Internet website or the Certificate Administrator’s Website and in no case shall the Master Servicer or the Certificate
Administrator be held liable if the Special Servicer accesses any Excluded Special Servicer Information relating to the Excluded
Special Servicer Loans. Notwithstanding any provision to the contrary herein, neither the Master Servicer nor the Certificate
Administrator shall have any obligation to restrict access by the Special Servicer or any Excluded Special Servicer to any information
related to any Excluded Special Servicer Loan.


 


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


 






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


 


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


 


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


 


“Prospectus”:
The Prospectus, dated February 6, 2020.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


“Purchase
Price”: With respect to any Mortgage Loan (or any related REO Loan) (including, to the extent required pursuant to the
final paragraph of this definition, any related Companion Loan) to be purchased pursuant to (A) Section 6 of the related
Mortgage Loan Purchase Agreement by the related Mortgage Loan Seller or (B) Section 3.16, a price, without duplication,
equal to:


 


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


 


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


 


(iii)       all related unreimbursed Servicing Advances plus accrued and unpaid interest on all related Advances at the Reimbursement Rate,
Special Servicing Fees (whether paid or unpaid) and any other additional Trust Fund expenses (except for Liquidation Fees) in
respect of such Mortgage Loan (or related REO Loan (including for such purpose, to the extent required pursuant to the final paragraph
of this definition, the related Companion Loan(s))); plus


 


(iv)       if such Mortgage Loan (or related REO Loan) is being repurchased or substituted by the related Mortgage Loan Seller, pursuant
to Section 6 of the applicable Mortgage Loan Purchase Agreement, all reasonable out-of-pocket expenses reasonably incurred
or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Asset Representations
Reviewer or the Trustee in respect of the omission, breach or defect giving rise to the repurchase or substitution obligation,
including any Asset Representations Reviewer Asset Review Fee to the extent not previously paid by the related Mortgage Loan Seller
and any expenses arising out of the enforcement of the


 



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repurchase or substitution obligation, including, without limitation, legal
fees and expenses and any additional Trust Fund expenses relating to such Mortgage Loan (or related REO Loan); provided,
however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners
in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s
or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.03(k)
hereof; plus


 


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


 


Solely
with respect to any Serviced Whole Loan to be sold pursuant to Section 3.16(a)(iii), “Purchase Price”
shall mean the amount calculated in accordance with the preceding sentence in respect of the related Whole Loan, including, for
such purposes, the Mortgage Loan and the related Companion Loan(s), as applicable. With respect to any REO Property to be sold
pursuant to Section 3.16(b), “Purchase Price” shall mean the amount calculated in accordance with
the preceding sentence in respect of the related REO Loan (including any related Companion Loan). With respect to any sale pursuant
to Section 3.16(a)(ii) or Section 3.16(e) or for purposes of calculating any Gain-on-Sale Proceeds, the
“Purchase Price” shall be allocated between the related Mortgage Loan and Companion Loan(s), as applicable, in accordance
with, and shall be equal to the amount provided pursuant to, the provisions of the related Intercreditor Agreement. With respect
to any Joint Mortgage Loan, the Purchase Price that would be payable by each of the applicable Mortgage Loan Sellers for its related
Mortgage Note will be its respective Mortgage Loan Seller Percentage Interest as of the Closing Date of the total Purchase Price
for such Mortgage Loan. Notwithstanding the foregoing, with respect to any repurchase pursuant to subclause (A) and
subclause (C) hereof, the “Purchase Price” shall not include any amounts payable in respect of any related
Companion Loan.


 


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


 


“Qualified
Insurer”: (i) With respect to any Mortgage Loan, REO Loan or REO Property, an insurance company or security or
bonding company qualified to write the related Insurance Policy in the relevant jurisdiction with an insurance financial strength
rating of at least: “A” by Fitch (or, if not rated by Fitch, at least “A-” or an equivalent rating as
“A-” by one other nationally recognized insurance rating organization (which may include KBRA)) and (ii) with
respect to the fidelity bond and errors and omissions insurance policy required to be maintained pursuant to Section 3.07(c),
except as otherwise permitted by Section 3.07(c), an insurance company that has a claims paying ability (or the obligations
which are guaranteed or backed by a company having such claims paying ability) with at least one of the following ratings: (a) “A3”
by Moody’s, (b) “A-” by S&P, (c) “A-” by Fitch, (d) “A-:X” by A.M.
Best Company, Inc. or


 



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(e) “A(low)” by DBRS, or, in the case of clauses (i) or (ii), any other
insurer acceptable to the Rating Agencies, as evidenced by a Rating Agency Confirmation.


 


“Qualified
Mortgage”: A “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, but without
regard to the rule of Treasury Regulations Section 1.860G-2(f)(2) that causes a defective obligation to be treated as a qualified
mortgage.


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to special servicers contained in this Agreement, (ii) is not the Asset Representations Reviewer or an Affiliate
of the Asset Representations Reviewer (and, if appointed with the approval of the requisite vote of certificateholders pursuant
to Section 7.01(d), is not the originally replaced special servicer or its affiliate), (iii)  currently has a
special servicer rating of at least “CSS3” from Fitch, and (iv) is not a special servicer that has been publicly 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.


 


“Qualified
Substitute Mortgage Loan”: A substitute mortgage loan (other than with respect to the Whole Loans, for which no substitution
will be permitted) replacing a removed Mortgage Loan that must, on the date of substitution: (i) have an outstanding principal
balance, after application of all scheduled payments of principal and interest due during or prior to the month of substitution,
whether or not received, not in excess of the Stated Principal Balance of the removed Mortgage Loan as of the Due Date in the
calendar month during which the substitution occurs; (ii) have a Mortgage Rate not less than the Mortgage Rate of the removed
Mortgage Loan (determined without regard to any prior modification, waiver or amendment of the terms of the removed Mortgage Loan);
(iii) have the same Due Date as and Grace Period no longer than that of the removed Mortgage Loan; (iv) accrue interest
on the same basis as the removed Mortgage Loan (for example, on the basis of a 360 day year consisting of twelve 30-day months);
(v) have a remaining term to stated maturity not greater than, and not more than two (2) years less than, the remaining
term to stated maturity of the removed Mortgage Loan; (vi) have a then-current loan-to-value ratio equal to or less than
the lesser of the loan-to-value ratio for the removed Mortgage Loan as of the Closing Date and 75%, in each case using the “value”
for the Mortgaged Property as determined using an Appraisal; (vii) comply as of the date of substitution in all material
respects with all of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement; (viii) have
an environmental report that indicates no material adverse environmental conditions with respect to the related Mortgaged Property
and which will be delivered as a part of the related Mortgage File; (ix) have a then-current debt service coverage ratio
at least equal to the greater of the original debt service coverage ratio of the removed Mortgage Loan as of the Closing Date
and 1.25x; (x) constitute a “qualified replacement mortgage” within the meaning of Section 860G(a)(4) of
the Code as evidenced by an Opinion of Counsel (provided at the applicable Mortgage Loan Seller’s expense); (xi) not
have a maturity date or an amortization period that extends to a date that is after the date two (2) years prior to the Rated
Final Distribution Date; (xii) have comparable prepayment restrictions to those of the removed Mortgage Loan; (xiii) not
be substituted for a removed Mortgage Loan unless the Trustee and the Certificate Administrator have received Rating Agency Confirmation
from each Rating Agency (the cost, if any, of obtaining such


 



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 Rating Agency Confirmation to be paid by the applicable Mortgage
Loan Seller); (xiv) prohibit defeasance within two (2) years of the Closing Date; (xv) not be substituted for a
removed Mortgage Loan if it would result in an Adverse REMIC Event or the imposition of tax other than a tax on income expressly
permitted or contemplated to be imposed by the terms of this Agreement, as determined by an Opinion of Counsel; (xvi) have
an engineering report that indicates no material adverse property condition or deferred maintenance with respect to the related
Mortgaged Property that will be delivered as a part of the related Servicing File; and (xvii) be current in the payment of
all scheduled payments of principal and interest then due. In the event that more than one mortgage loan is substituted for a
removed Mortgage Loan, then the amounts described in clause (i) shall be determined on the basis of aggregate Stated
Principal Balances and each such proposed Qualified Substitute Mortgage Loan shall individually satisfy each of the requirements
specified in clauses (ii) through (xviii); provided that the rates described in clause (ii)
above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted
average basis; provided, further, that no individual Mortgage Rate (net of the Servicing Fee Rate, the Certificate
Administrator Fee Rate, the Asset Representations Reviewer Fee Rate and the CREFC® Intellectual Property Royalty
License Fee Rate and, in the case of a Non-Serviced Mortgage Loan, the related Non-Serviced Primary Servicing Fee Rate) shall
be lower than the highest fixed Pass-Through Rate (and not based on, or subject to a cap equal to, the Weighted Average Net Mortgage
Rate) of any Class of Principal Balance Certificates having a Certificate Balance then outstanding. When a Qualified Substitute
Mortgage Loan is substituted for a removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Qualified
Substitute Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Trustee
and the Certificate Administrator.


 


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


 


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


 


“Rated
Final Distribution Date”: As to each Class of Certificates, the Distribution Date in September 2043.


 


“Rating
Agency”: Each of Fitch and KBRA their successors in interest. If no such rating agency nor any successor thereof remains
in existence, “Rating Agency” shall be deemed to refer to such nationally recognized statistical rating agency or
other comparable Person reasonably designated by the Depositor, notice of which designation shall be given to the Trustee, the
Certificate Administrator, the Special Servicer and the Master Servicer, and specific ratings of Fitch and KBRA herein referenced
shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 



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Confirmation is sought shall be deemed to satisfy the requirement for the
Rating Agency Confirmation from such Rating Agency with respect to such matter.


 


“Rating
Agency Inquiry”: As defined in Section 4.07(c).


 


“Rating
Agency Q&A Forum and Document Request Tool”: As defined in Section 4.07(c).


 


“Realized
Loss”: The Certificate Realized Loss or VRR Realized Loss, as applicable.


 


“Record
Date”: With respect to any Distribution Date, the last Business Day of the month immediately preceding the month in
which such Distribution Date occurs.


 


“Refinancing/P&S
Document”: Any of (i) a fully executed term sheet or refinancing commitment with respect to a refinancing of a Mortgage
Loan or (ii) a signed purchase and sale agreement with respect to a sale of a Mortgaged Property (in each case subject only to
typical due diligence and closing conditions and, in the case of a purchase and sale agreement, if such agreement includes delivery
of an acceptable deposit by the purchaser) in a manner consistent with CMBS market practices.


 


“Regular
Certificates”: Any of the Class A-1, Class A-2, Class A-3, Class X-A, Class X-B, Class A-S,
Class B, Class C and Class D Certificates.


 


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


 


“Regulation
AB Companion Loan Securitization”: As defined in Section 11.15(a).


 


“Regulation AB
Servicing Officer”: Any officer or employee of the Master Servicer or the Special Servicer, as applicable, involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Companion Loans, or this Agreement and also,
with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s or employee’s
knowledge of and familiarity with the particular subject, and, in the case of any certification required to be signed by a Servicing
Officer, such an officer or employee whose name and specimen signature appears on a list of servicing officers furnished to the
Trustee and/or the Certificate Administrator by the Master Servicer or the Special Servicer, as applicable, as such list may from
time to time be amended.


 


“Regulation D”:
Regulation D under the Act.


 


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


 






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


 


	Related
Certificates 
	Related

Lower-Tier Regular Interest 

	Class A-1
    Certificates 	Class LA1
    Uncertificated Interest
	Class A-2
    Certificates 	Class LA2
    Uncertificated Interest
	Class A-3
    Certificates 	Class LA3
    Uncertificated Interest
	Class A-S
    Certificates 	Class LAS
    Uncertificated Interest
	Class B
    Certificates 	Class LB
    Uncertificated Interest
	Class C
    Certificates 	Class LC
    Uncertificated Interest
	Class D
    Certificates 	Class LD
    Uncertificated Interest


 


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


 


“Relevant
Servicing Criteria”: The Servicing Criteria applicable to a specific party, as set forth on Exhibit AA attached
hereto. For clarification purposes, multiple parties can have responsibility for the same Relevant Servicing Criteria. With respect
to a Servicing Function Participant engaged by the Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, the term “Relevant Servicing Criteria” may refer to a portion of the Relevant Servicing Criteria applicable
to the Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator.


 


“REMIC”:
A “real estate mortgage investment conduit” as defined in Section 860D of the Code (or any successor thereto).


 


“REMIC
Administrator”: The Certificate Administrator or any REMIC administrator appointed pursuant to Section 10.04.


 


“REMIC
Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear
at Sections 860A through 860G of subchapter M of chapter 1 of the Code, and related provisions, and temporary and
final Treasury Regulations (or proposed regulations that would apply by reason of their proposed effective date to the extent
not inconsistent with temporary or final regulations) and any rulings or announcements promulgated thereunder, as the foregoing
may be in effect from time to time.


 


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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by the Special Servicer pursuant to Section 3.14(b)
on behalf of the Trustee for the


 



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benefit of the Certificateholders and with respect to any Serviced Whole Loan, for the benefit
of the related Serviced Companion Noteholder, which shall initially be entitled “Midland Loan Services, a Division of PNC
Bank, National Association, or the applicable successor special servicer, as Special Servicer, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of registered holders of Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2020-IG1, REO Account”. Any such account or accounts shall be an Eligible Account.


 


“REO
Acquisition”: The acquisition for federal income tax purposes of any REO Property pursuant to Section 3.09.


 


“REO
Disposition”: The sale or other disposition of the REO Property pursuant to Section 3.16.


 


“REO
Extension”: As defined in Section 3.14(a).


 


“REO
Loan”: Each of the Mortgage Loans (and, with respect to any Serviced Whole Loan, the related Companion Loan(s), as applicable),
deemed for purposes hereof to be outstanding with respect to each REO Property. Each REO Loan shall be deemed to be outstanding
for so long as the applicable portion of the related REO Property (or beneficial interest therein, in the case of a Non-Serviced
Mortgage Loan) remains part of the Trust Fund and provides for Assumed Scheduled Payments on each Due Date therefor, and otherwise
has the same terms and conditions as its predecessor Mortgage Loan or Companion Loan, if applicable, including, without limitation,
with respect to the calculation of the Mortgage Rate in effect from time to time (such terms and conditions to be applied without
regard to the default on such predecessor Mortgage Loan or Companion Loan, if applicable). Each REO Loan shall be deemed to have
an initial outstanding principal balance and Stated Principal Balance equal to the outstanding principal balance and Stated Principal
Balance, respectively, of its predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the related REO Acquisition.
All amounts due and owing in respect of the predecessor Mortgage Loan or Companion Loan, if applicable, as of the date of the
related REO Acquisition, including, without limitation, accrued and unpaid interest, shall continue to be due and owing in respect
of a REO Loan. All amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Asset Representations Reviewer,
the Certificate Administrator or the Trustee, as applicable, in respect of the predecessor Mortgage Loan or Companion Loan, if
applicable, as of the date of the related REO Acquisition, including, without limitation, any unpaid Special Servicing Fees and
Servicing Fees, additional Trust Fund expenses and any unreimbursed Advances, together with any interest accrued and payable to
the Master Servicer or the Trustee, as applicable, in respect of such Advances in accordance with Section 3.03(d)
or Section 4.03(d), shall continue to be payable or reimbursable to the Master Servicer, the Special Servicer, the
Asset Representations Reviewer, the Certificate Administrator or the Trustee, as applicable, in respect of an REO Loan. In addition,
Unliquidated Advances and Nonrecoverable Advances with respect to such REO Loan, in each case, that were paid from collections
on the related Mortgage Loans and resulted in principal distributed to the Certificateholders being reduced as a result of the
first proviso in the definition of “Principal Distribution Amount” shall be deemed outstanding until recovered. Notwithstanding
anything to the contrary, with respect to each Serviced Whole Loan, no amounts relating to the related REO Property or REO Loan
allocable to the related Serviced Pari


 



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Passu Companion Loan(s) will be available for amounts due to the Certificateholders or
to reimburse the Trust, other than in the limited circumstances related to Servicing Advances, indemnification payments, Special
Servicing Fees and other reimbursable expenses related to such Serviced Whole Loan incurred with respect to such Serviced Whole
Loan, in accordance with Section 3.05(a) or with respect to the Serviced AB Subordinate Companion Loan, as set forth
in the related Intercreditor Agreement.


 


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


 


“REO
Revenues”: All income, rents and profits derived from the ownership, operation or leasing of any REO Property.


 


“Reportable
Event”: As defined in Section 11.07.


 


“Reporting
Requirements”: As defined in Section 11.12.


 


“Reporting
Servicer”: The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian or any
Servicing Function Participant engaged by such parties, as the case may be.


 


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


 


“Repurchase
Request Recipient”: As defined in Section 2.02(g).


 


“Repurchased
Note”: As defined in Section 3.33(a).


 


“Repurchasing
Mortgage Loan Seller”: As defined in Section 3.33(a).


 


“Request
for Release”: A release signed by a Servicing Officer of the Master Servicer or the Special Servicer, as applicable,
in the form of Exhibit E attached hereto.


 


“Requesting
Certificateholder”: As defined in Section 2.03(l)(iii).


 






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


 


“Resolution
Failure”: As defined in Section 2.03(k)(iii).


 


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


 


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


 


“Retained
Certificate”: Individually and collectively, the Class VRR Interest Certificates.


 


“Retained
Defeasance Rights and Obligations”: Any of the rights and obligations of the Mortgage Loan Sellers defined in Section 3.18(g).


 


“Retained
Fee Rate”: An amount equal to 0.0006125% per annum with respect to each Mortgage Loan.


 


“Retained
Interest Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed
to be owned by the Holder(s) of the Retained Certificates in proportions equal to their respective Percentage Interests.


 


“Retaining
Party”: With respect to the securitization of the Mortgage Loans effected by this Agreement, each of JPMCB, CREFI and
DBNY, each as an initial Holder of a portion of the VRR Interest, or any successor Holder of the VRR Interest.


 


“Retaining
Sponsor”: JPMCB.


 


“Review
Materials”: As defined in Section 12.01(b).


 






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“Review
Package”: A Rating Agency Confirmation request and any supporting documentation delivered therewith.


 


“Revised
Rate”: With respect to any ARD Loan, the increased interest rate after the related Anticipated Repayment Date (in the
absence of a default) for each applicable Mortgage Loan, as calculated and as set forth in the related Mortgage Loan.


 


“Risk
Retention Consultation Party”: Each of (i) the party selected by JPMCB, (ii) the party selected by DBNY and
(iii) the party selected by CREFI. The Certificate Administrator and the other parties hereto shall be entitled to assume
that the identity of any Risk Retention Consultation Party has not changed until such parties receive written notice of a replacement
of such Risk Retention Consultation Party from JPMCB (in the case of the VRR-A Risk Retention Consultation Party), DBNY (in the
case of the VRR-B Risk Retention Consultation Party) or CREFI (in the case of the VRR-C Risk Retention Consultation Party), as
confirmed by the Certificate Registrar. Notwithstanding the foregoing, no Risk Retention Consultation Party shall have any consultation
rights with respect to any related Excluded Loan. The initial VRR-A Risk Retention Consultation Party shall be JPMCB, the initial
VRR-B Risk Retention Consultation Party shall be DBNY and the initial VRR-C Risk Retention Consultation Party shall be CREFI.


 


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


 


“Risk
Retention Rule”: The final rule that was promulgated to implement the credit risk retention requirements (which such
joint final rule has been codified, inter alia, at 12 C.F.R. § 43), 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 (79 F.R. 77601; pages 77740-77766), as
such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance
Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission and the Department of Housing and Urban
Development in the adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by
any such agency or its staff from time to time, in each case, as effective from time to time.


 


“Routine
Disbursements”: As defined in Section 3.08(j)(vii).


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 






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“S&P”:
S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, and its successors in interest. If neither
S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally recognized
statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation shall
be given to the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer and specific ratings of S&P
herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.


 


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


 


“Sarbanes-Oxley
Certification”: As defined in Section 11.05(a)(iv).


 


“Schedule
AL Additional File”: The data file containing additional information or schedules regarding data points in the CREFC®
Schedule AL File in accordance with Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K under the Securities
Act.


 


“Scheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the principal
portions of the following: (a) all Periodic Payments (excluding Balloon Payments) due in respect of such Mortgage Loans during
or, if and to the extent not previously received or advanced pursuant to Section 4.03 in respect of a preceding Distribution
Date (and not previously distributed to Certificateholders), prior to, the related Collection Period, and all Assumed Scheduled
Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid
by the Mortgagor as of the Determination Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period
ending after the related Determination Date, the related Due Date or last day of such Grace Period, as applicable, to the extent
received by the Master Servicer as of the Business Day preceding the related Master Servicer Remittance Date) or (ii) advanced
by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.03 in respect of such Distribution Date,
and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received on or prior to the related Determination
Date (or, with respect to each Mortgage Loan with a Due Date occurring or a Grace Period ending after the related Determination
Date, the related Due Date or last day of such Grace Period, as applicable, to the extent received by the Master Servicer as of
the Business Day preceding the related Master Servicer Remittance Date), and to the extent not included in clause (a)
above.


 


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


 


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


 


“Security
Agreement”: With respect to any Mortgage Loan, any security agreement or equivalent instrument, whether contained in
the related Mortgage or executed separately, creating in favor of the holder of such Mortgage a security interest in the personal
property constituting security for repayment of such Mortgage Loan.


 






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“Senior
Certificate”: Any Class A Certificate (other than the Class A-S Certificates) or Class X Certificate.


 


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


 


“Serviced
AB Subordinate Companion Loan”: Any AB Subordinate Companion Loan related to a Serviced AB Whole Loan. For the avoidance
of doubt, there are no Serviced AB Subordinate Companion Loans in this transaction.


 


“Serviced
AB Whole Loan”: Any AB Whole Loan serviced pursuant to this Agreement. For the avoidance of doubt, there are no Serviced
AB Whole Loans in this transaction.


 


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


 


“Serviced
Companion Loan Securities”: Any class of securities backed, wholly or partially, by any Serviced Pari Passu Companion
Loan or Serviced AB Companion Loan.


 


“Serviced
Companion Noteholder”: A holder of a (i) Serviced Pari Passu Companion Loan or (ii) Serviced AB Subordinate
Companion Loan, as applicable.


 


“Serviced
Mortgage Loan”: Each of (i) the Mortgage Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement, (ii) prior to the related Servicing Shift Securitization Date,
each of the Mortgage Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement; and (iii) any AB Mortgage Loan related to a Serviced AB Whole Loan, as applicable.


 


“Serviced
Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Whole Loan or part of a Servicing
Shift Whole Loan prior to the related Servicing Shift Securitization Date.


 


“Serviced
Pari Passu Mortgage Loan”: Each of the Mortgage Loans identified as “Serviced” under the column entitled
“Type” in the “Whole Loan” chart in the Preliminary Statement that has at least one Serviced Pari Passu
Companion Loan and, prior to the related Servicing Shift Securitization Date, each of the Mortgage Loans identified as “Servicing
Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


“Serviced
Pari Passu Whole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement that has at least one Serviced Pari Passu Companion Loan and,
prior to the related


 



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Servicing Shift Securitization Date, each of the Whole Loans identified as “Servicing Shift”
under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement.


 


“Serviced
REO Loan”:  Any REO Loan that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
REO Property”:  Any REO Property that is serviced by the Special Servicer pursuant to this Agreement.


 


“Serviced
Securitized Companion Loan”: Any Companion Loan that is a component of a Serviced Whole Loan, if and for so long as
each such Companion Loan is included in a Regulation AB Companion Loan Securitization.


 


“Serviced
Whole Loan”: Each of the Whole Loans identified as “Serviced” under the column entitled “Type”
in the “Whole Loan” chart in the Preliminary Statement and, prior to the related Servicing Shift Securitization Date,
each of the Whole Loans identified as “Servicing Shift” under the column entitled “Type” in the “Whole
Loan” chart in the Preliminary Statement.


 


“Serviced
Whole Loan Controlling Holder”: The “Controlling Noteholder” or similar term identified in the Intercreditor
Agreement related to a Serviced Whole Loan.


 


“Serviced
Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced
Companion Loan to an Other Securitization, a date as set forth in the related Intercreditor Agreement (or if no such date is specified,
the Master Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization,
the earlier of (A) Master Servicer Remittance Date or (B) the Business Day immediately succeeding the “determination
date” set forth in the related Other Pooling and Servicing Agreement, or such earlier date as required by the related Intercreditor
Agreement; provided, however, that, unless otherwise required under the related Intercreditor Agreement, no remittance
is required to be made until two (2) Business Days after receipt of properly identified and available funds constituting the related
Periodic Payment with respect to the related Serviced Whole Loan.


 


“Servicer
Termination Event”: One or more of the events described in Section 7.01(a).


 


“Servicing
Account”: The account or accounts created and maintained pursuant to Section 3.03(a).


 


“Servicing
Advances”: All customary, reasonable and necessary “out-of-pocket” costs and expenses (including attorneys’
fees and expenses and fees of real estate brokers) incurred by the Master Servicer, the Special Servicer, Certificate Administrator,
or the Trustee, as applicable, in connection with the servicing and administering of (a) a Mortgage Loan (and in the case
of a Serviced Mortgage Loan, the related Serviced Companion Loan(s)) in respect of which a default, delinquency or other unanticipated
event has occurred or as to which a default is reasonably foreseeable or (b) an REO Property, including, in the case of each
of such clause (a) and clause (b), but not limited to, (x) the cost of (i) compliance with the
Master Servicer’s obligations set forth in Section 3.03(c), (ii) the preservation, restoration and protection
of a 


 



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Mortgaged Property, (iii) obtaining any Insurance and Condemnation Proceeds or any Liquidation Proceeds of the nature
described in clauses (i) – (vi) of the definition of “Liquidation Proceeds,” (iv) any
enforcement or judicial proceedings with respect to a Mortgaged Property, including foreclosures and (v) the operation, leasing,
management, maintenance and liquidation of any REO Property and (y) any amount specifically designated herein to be paid
as a “Servicing Advance”. Notwithstanding anything to the contrary, “Servicing Advances” shall not include
allocable overhead of the Master Servicer or the Special Servicer, such as costs for office space, office equipment, supplies
and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred
by any such party in connection with its purchase of a Mortgage Loan or REO Property. None of the Master Servicer, the Special
Servicer or the Trustee shall make any Servicing Advance in connection with the exercise of any cure rights or purchase rights
granted to the holder of a Companion Loan under the related Intercreditor Agreement or this Agreement.


 


“Servicing
Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended
from time to time and which as of the Closing Date are listed on Exhibit AA hereto.


 


“Servicing
Fee”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan), Serviced Companion Loan and any
REO Loan, the fee payable to the Master Servicer pursuant to the first paragraph of Section 3.11(a).


 


“Servicing
Fee Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and REO Loan, a per annum
rate equal to the rate set forth on the Mortgage Loan Schedule under the heading “Servicing Fee Rate”, which rate
includes the rate at which applicable master servicing, primary servicing and sub-servicing fees accrue (except that with respect
to any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, such rate only includes the rate at which master servicing
fees accrue), in each case computed on the basis of the Stated Principal Balance of the related Mortgage Loan or REO Loan in the
same manner in which interest is calculated in respect of such loans. With respect to any Servicing Shift Whole Loan, prior to
the related Servicing Shift Securitization Date, in addition to the rate described in the preceding sentence, the “Servicing
Fee Rate” shall include the related Non-Serviced Primary Servicing Fee Rate. With respect to the Servicing Shift Companion
Loan, prior to the related Servicing Shift Securitization Date, the “Servicing Fee Rate” shall be a per annum rate
equal to the related Non-Serviced Primary Servicing Fee Rate.


 


“Servicing
File”: A photocopy of all items required to be included in the Mortgage File, together with each of the following, to
the extent such items were actually delivered to the related Mortgage Loan Seller, with respect to a Mortgage Loan and (to the
extent that the identified documents existed on or before the Closing Date and the applicable reference to Servicing File relates
to any period after the Closing Date) delivered by the related Mortgage Loan Seller, to the Master Servicer: (i) a copy of
any engineering reports or property condition reports; (ii) other than with respect to a hotel property (except with respect
to tenanted commercial space within a hotel property), copies of a rent roll and, for any office, retail, industrial or warehouse
property, a copy of all leases and estoppels and subordination and non-disturbance agreements delivered to the related Mortgage
Loan Seller; (iii) copies of related financial statements or operating statements; (iv) all legal opinions (excluding
attorney-client


 



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communications between the related Mortgage Loan Seller, and its counsel that are privileged communications or
constitute legal or other due diligence analyses), Mortgagor’s certificates and certificates of hazard insurance and/or
hazard insurance policies or other applicable insurance policies, if any, delivered in connection with the closing of the related
Mortgage Loan; (v) a copy of the Appraisal for the related Mortgaged Property(ies); (vi) the documents that were delivered
by or on behalf of the Mortgagor, which documents were required to be delivered in connection with the closing of the related
Mortgage Loan; (vii) for any Mortgage Loan that the related Mortgaged Property is leased to a single tenant, a copy of the
lease; and (viii) a copy of all environmental reports that were received by the applicable Mortgage Loan Seller relating
to the relevant Mortgaged Property.


 


“Servicing
Function Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Asset Representations Reviewer, that is performing
activities that address the Servicing Criteria, unless (i) such Person’s activities relate only to 5% or less of the
Mortgage Loans by unpaid principal balance as of any date of determination in accordance with Article XI or (ii) the
Depositor reasonably determines that a Master Servicer or the Special Servicer may, for the purposes of the Exchange Act reporting
requirements pursuant to applicable Commission guidance, take responsibility for the assessment of compliance with the Servicing
Criteria of such Person. The Servicing Function Participants as of the Closing Date are listed on Exhibit GG hereto.
Exhibit GG shall be updated and provided to the Depositor and the Certificate Administrator in accordance with Section 11.10(c).


 


“Servicing
Officer”: Any officer and/or employee of the Master Servicer, the Special Servicer or any Additional Servicer involved
in, or responsible for, the administration and servicing of the Mortgage Loans or Serviced Companion Loans, whose name and specimen
signature appear on a list of servicing officers furnished by the Master Servicer, the Special Servicer or any Additional Servicer
to the Certificate Administrator, the Trustee and the Depositor on the Closing Date as such list may be amended from time to time
thereafter.


 


“Servicing
Shift Companion Loan”: Any Companion Loan that is part of a Servicing Shift Whole Loan.


 


“Servicing
Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other
evidence of indebtedness and/or agreements evidencing the indebtedness of a Mortgagor under such Servicing Shift Whole Loan including
any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced
Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Intercreditor
Agreement for such Servicing Shift Whole Loan. The Preliminary Statement hereto lists the Servicing Shift Lead Note(s) for the
Servicing Shift Whole Loan(s) related to the Trust as of the Closing Date.


 


“Servicing
Shift Mortgage Loan” With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust Fund that
will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and
servicing agreement entered into in connection with the securitization of the related Servicing Shift Lead Note on and after the
date of such securitization. Each of the Mortgage Loans identified as


 



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“Servicing Shift” under the column entitled
“Type” in the “Whole Loan” chart in the Preliminary Statement will be a Servicing Shift Mortgage Loan
related to the Trust as of the Closing Date.


 


“Servicing
Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing
Shift Lead Note is included in a related Non-Serviced Trust; provided that such holder of a Servicing Shift Lead Note provides
each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced
PSA) with notice in accordance with the terms of the related Intercreditor Agreement that such Servicing Shift Lead Note is to
be included in such Non-Serviced Trust which notice shall include contact information for the related Non-Serviced Master Servicer,
the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee. The date on which
the 1501 Broadway Pari Passu Companion Loan identified as Note A-1 is included in a securitization trust is a Servicing Shift
Securitization Date related to the 1501 Broadway Whole Loan (subject to the proviso in the immediately preceding sentence).


 


“Servicing
Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes the related Servicing
Shift Mortgage Loan included in the Trust Fund and one or more Pari Passu Companion Loans not included in the Trust Fund, but
the servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization
of the related Servicing Shift Lead Note on and after the date of such securitization. Each of the Whole Loans identified as “Servicing
Shift” under the column entitled “Type” in the “Whole Loan” chart in the Preliminary Statement will
be a Servicing Shift Whole Loan related to the Trust as of the Closing Date.


 


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


 


“Servicing
Transfer Event”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Companion Loan,
the occurrence of any of the following events:


 


(i)        
with respect to a Mortgage Loan or Companion Loan that is not a Balloon Mortgage Loan, (a) a payment default shall have occurred
at its original Maturity Date, or (b) if the original Maturity Date of such Mortgage Loan or Companion Loan has been extended
as provided herein, a payment default shall have occurred at such extended Maturity Date; or


 


(ii)        with respect to each Mortgage Loan or Companion Loan that is a Balloon Mortgage Loan, a payment default shall have occurred with
respect to the related Balloon Payment; provided that if (A) the related Mortgagor has provided prior to the related
Maturity Date (i) a fully executed term sheet or refinancing commitment with respect to a refinancing of the related Mortgage
Loan or (ii) a signed purchase and sale agreement with respect to a sale of the Mortgaged Property (in each case subject
only to typical due diligence and closing conditions and, in the case of a purchase and sale agreement, such agreement will include
a delivery of an acceptable deposit by the purchaser) in a manner consistent with CMBS market practices and that is satisfactory
in form and substance to the Master Servicer or the Special Servicer from an acceptable lender or purchaser


 



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reasonably satisfactory
to the Master Servicer or the Special Servicer, which provides that a refinancing of such Mortgage Loan or Whole Loan or the sale
of the related Mortgaged Property will occur within one hundred and twenty (120) days after the date on which such Balloon Payment
will become due (and the Master Servicer shall promptly forward such documentation to the Special Servicer), (B) the related
Mortgagor continues to make its Assumed Scheduled Payment and (C) no other Servicing Transfer Event shall have occurred with
respect to such Mortgage Loan or Serviced Companion Loan, a Servicing Transfer Event will not occur until the earlier of (1) one
hundred twenty (120) days beyond the related Maturity Date and (2)  the date that such refinancing or sale is scheduled
to occur in such documentation as such date may be extended pursuant to the original terms of such documentation; or


 


(iii)       any Periodic Payment (other than a Balloon Payment) is more than sixty (60) days delinquent (unless, in the case of a Mortgage
Loan with mezzanine debt, prior to such Periodic Payment becoming more than sixty (60) days delinquent the holders of the related
Companion Loan(s) or the holders of related mezzanine debt, as applicable, cure such delinquency, subject to the terms and provisions
of the related Intercreditor Agreement); or


 


(iv)      the Master Servicer or, if Midland is not both the Master Servicer and the Special Servicer, the Special Servicer makes a judgment
that a payment default is imminent or reasonably foreseeable and is not likely to be cured by the related Mortgagor within sixty
(60) days; or


 


(v)       a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, is entered against the related Mortgagor; provided that if such decree or order is discharged
or stayed within sixty (60) days of being entered, or if, as to a bankruptcy, the automatic stay is lifted within sixty (60) days
of a filing for relief or the case is dismissed, upon such discharge, stay, lifting or dismissal such Mortgage Loan (and any related
Companion Loan, as applicable), shall no longer be a Specially Serviced Loan (and no Special Servicing Fees, Workout Fees or Liquidation
Fees will be payable with respect thereto and any such fees actually paid shall be reimbursed to the Trust Fund by the Special
Servicer); or


 


(vi)      the related Mortgagor shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment
of debt, marshaling of assets and liabilities or similar proceedings of or relating to such Mortgagor or of or relating to all
or substantially all of its property; or


 


(vii)     the related Mortgagor shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any


 



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applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors, or voluntarily
suspend payment of its obligations; or


 


(viii)     a default of which the Master Servicer or the Special Servicer, as applicable, has notice (other than a failure by such Mortgagor
to pay principal or interest) and which the Master Servicer or the Special Servicer determines in its good faith reasonable judgment
may materially and adversely affect the interests of the Certificateholders (and, with respect to any Serviced Whole Loan, the
interests of the related Serviced Companion Noteholder), as a collective whole (taking into account the subordinate or pari
passu nature of any Companion Loans, as applicable), if applicable, has occurred and remained unremedied for the applicable
Grace Period specified in the related Mortgage Loan or related Companion Loan documents, other than the failure to maintain terrorism
insurance if such failure constitutes an Acceptable Insurance Default (or if no Grace Period is specified for those defaults which
are capable of cure, sixty (60) days); or


 


(ix)      
the Master Servicer or the Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than
the Mortgage on the related Mortgaged Property; or


 


(x)       
the Master Servicer or, if Midland is not both the Master Servicer and the Special Servicer, the Special Servicer determines that
(a) a default (other than as described in clause (iv) above) under a Mortgage Loan or related Companion Loan
is imminent or reasonably foreseeable, (b) such default will materially impair the value of the corresponding Mortgaged Property
as security for the Mortgage Loan and related Companion Loan (if any) or otherwise materially adversely affect the interests of
Certificateholders (and, with respect to any Serviced Whole Loan, the interests of the related Serviced Companion Noteholder),
as a collective whole (taking into account the subordinate or pari passu nature of any Companion Loans, as applicable),
and (c) the default will continue unremedied for the applicable cure period under the terms of the Mortgage Loan or related
Companion Loan, as applicable, or, if no cure period is specified and the default is capable of being cured, for thirty (30) days;
provided that such 30-day grace period does not apply to a default that gives rise to immediate acceleration without application
of a grace period under the terms of the Mortgage Loan or related Companion Loan, as applicable;


 


provided
that any Mortgage Loan (excluding any Non-Serviced Mortgage Loan) that is cross-collateralized with a Specially Serviced Loan
shall be a Specially Serviced Loan so long as such Mortgage Loan is cross-collateralized with a Specially Serviced Loan. If any
Serviced Companion Loan becomes a Specially Serviced Loan, the related Serviced Mortgage Loan shall also become a Specially Serviced
Loan. If any Serviced Mortgage Loan becomes a Specially Serviced Loan, the related Serviced Companion Loan shall also become a
Specially Serviced Loan. With respect to a Non-Serviced Mortgage Loan, the occurrence of a “Servicing Transfer Event”
shall be as defined in the related Non-Serviced PSA.


 






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“Significant
Obligor”: As defined in Section 11.16.


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth (4th) calendar
quarter of any calendar year), the date that is fifteen (15) days after the 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 related Mortgage Loan documents. The Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator
acknowledge that in the event the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion
Loan, the date on which quarterly financial statements are required to be delivered to the related lender under the related Mortgage
Loan documents is, with respect to net operating income information, prior to the related Servicing Shift Securitization Date,
the 1501 Broadway Pari Passu Companion Loan, thirty (30) days following the end of each fiscal quarter, in each case, subject
to the terms of the related loan agreement, provided that, as provided under the related loan agreement, the Master Servicer or
the Special Servicer, as applicable, shall request the related Mortgagor to provide such information in a timely manner as may
be required to meet all filing requirements under Regulation AB.


 


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


 


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


 


“Special
Notice”: As defined in Section 5.06(b)(i).


 


“Special
Servicer”: With respect to (i) each of the Mortgage Loans (other than any Non-Serviced Mortgage Loan and any Excluded
Special Servicer Loan) and the Serviced Companion Loans, Midland Loan Services, a Division of PNC Bank, National Association,
and its successors in interest and assigns, or any successor special servicer appointed as herein provided and (ii) any Excluded
Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 7.01(g), as applicable
and as the context may require. For the avoidance of doubt, all references to the obligations or liabilities of the “Special
Servicer” in this Agreement shall mean the applicable special servicer as provided herein.


 


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


 


“Special
Servicing Fee Rate”: With respect to each Specially Serviced Loan and each REO Loan (other than a Non-Serviced Mortgage
Loan) on a loan-by-loan basis, 0.25000% per annum computed on the basis of the Stated Principal Balance of the related
Mortgage Loan and Companion Loan(s) (including any REO Loan), as applicable, in the same manner as interest is calculated on the
Specially Serviced Loans.


 


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


 






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“Specific
Grantor Trust Assets”: The Class D Specific Grantor Trust Assets and the VRR Interest Specific Grantor Trust Assets.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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received in connection
with such Liquidation Event, would have been) distributed to Certificateholders.


 


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


 


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


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master
Servicer, the Special Servicer, an Additional Servicer or a Sub-Servicer.


 


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


 


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


 


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


 


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


 


“Sub-Servicer”:
Any Person that Services Mortgage Loans on behalf of the Master Servicer, the Special Servicer or an Additional Servicer and is
responsible for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the
material servicing functions required to be performed by the Master Servicer, the Special Servicer or an Additional Servicer under
this Agreement, with respect to some or all of the Mortgage Loans.


 


“Sub-Servicing
Agreement”: The written contract between the Master Servicer or the Special Servicer, as the case may be, and any Sub-Servicer
relating to servicing and administration of Mortgage Loans as provided in Section 3.20.


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.03(b) hereof, an amount equal to
the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution over the
Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments of principal
and interest due during or prior to the month of substitution. In the event


 



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that one or more Qualified Substitute Mortgage Loans
are substituted (at the same time by the same Mortgage Loan Seller) for one or more removed Mortgage Loans, the Substitution Shortfall
Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase Prices of the Mortgage
Loan(s) being replaced and the aggregate Stated Principal Balances of the related Qualified Substitute Mortgage Loan(s).


 


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


 


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


 


“Test”:
As defined in Section 12.01(b)(iv).


 


“TIF”:
As defined in Section 3.09(i).


 


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


 


“Transferable
Servicing Interest”: The amount by which the Servicing Fee otherwise payable to the Master Servicer hereunder exceeds
the amount of the Servicing Fee attributable to the Retained Fee Rate, which is subject to reduction by the Trustee pursuant to
Section 3.11(a) of this Agreement.


 


“Transfer
Restriction Period”: With respect to Class VRR Interest Certificates, the period from the Closing Date to the earliest
of (A) the date that is the latest of (i) the date on which the aggregate unpaid principal balance of all outstanding
Mortgage Loans has been reduced to 33.0% of the aggregate Cut-off Date Balance of the Mortgage Loans; (ii) the date on which
the aggregate outstanding principal balance of the Principal Balance Certificates has been reduced to 33.0% of the aggregate outstanding
principal balance of the Principal Balance Certificates as of the Closing Date; or (iii) two years after the Closing Date,
(B) the date on which all of the Mortgage Loans have been defeased in accordance with §43.7(b)(8)(i) of the Risk Retention
Rule.


 


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


 


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


 


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


 






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


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named: “Benchmark 2020-IG1 Mortgage Trust”.


 


“Trust
Fund”: The corpus of the Trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement (including any Qualified Substitute Mortgage Loan replacing a removed
Mortgage Loan), together with the Mortgage Files relating thereto (subject to, in the case of a Serviced Whole Loan, the interests
of the related Serviced Companion Noteholder in the related Mortgage File); (ii) all scheduled or unscheduled payments on
or collections in respect of the Mortgage Loans due after the Cut-off Date (or with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution); (iii) any REO Property (to the extent of the Trust’s interest therein)
or the Trust’s beneficial interest in the Mortgaged Property securing a Non-Serviced Whole Loan acquired under the related
Non-Serviced PSA; (iv) all revenues received in respect of any REO Property (to the extent of the Trust’s interest
therein); (v) the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s and the Trustee’s
rights under the insurance policies with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and
any proceeds thereof (to the extent of the Trust’s interest therein); (vi) any Assignment of Leases and any security
agreements (to the extent of the Trust’s interest therein); (vii) any letters of credit, indemnities, guaranties or
lease enhancement policies given as additional security for any related Mortgage Loans (to the extent of the Trust’s interest
therein); (viii) all assets deposited in the Loss of Value Reserve Fund and the Servicing Accounts (to the extent of the
Trust’s interest therein), amounts on deposit in the Collection Account (to the extent of the Trust’s interest therein),
the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account, the Excess Interest Distribution Account.
the Interest Reserve Account, the Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such Gain-on-Sale
Reserve Account), the VRR Certificate Gain-on-Sale Reserve Account (to the extent of the Trust’s interest in such VRR Certificate
Gain-on-Sale Reserve Account) and any REO Account (to the extent of the Trust’s interest in such REO Account), including
any reinvestment income, as applicable; (ix) any Environmental Indemnity Agreements (to the extent of the Trust’s interest
therein); (x) the rights and remedies of the Depositor under each Mortgage Loan Purchase Agreement (to the extent transferred
to the Trustee); (xi) the Lower-Tier Regular Interests; (xii) the Class VRR Upper-Tier Regular Interest; (xiii) the
proceeds of the foregoing (other than any interest earned on deposits in the lockbox accounts, cash collateral accounts, escrow
accounts and any reserve accounts, to the extent such interest belongs to the related Mortgagor) and (xv) the Interest Deposit
Amount. For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be an asset of the Trust.


 


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


 


“Trustee”:
Wells Fargo Bank, National Association, or its successor in interest, in its capacity as trustee and its successors in interest,
or any successor trustee appointed as herein provided.


 


“Trustee
Fee”: The fee to be paid to the Trustee as compensation for the Trustee’s activities under this Agreement, which
fee is included as part of the Certificate


 



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Administrator Fee. No portion of the Trustee Fee shall be calculated by reference to
any Companion Loan or the Stated Principal Balance of any Companion Loan.


 


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


 


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


 


“Underwriters”:
J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Citigroup Global Markets Inc., Academy Securities, Inc. and Drexel
Hamilton, LLC.


 


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


 


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


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date and the Mortgage Loans, the aggregate of the following:
(a) all Principal Prepayments received on such Mortgage Loan on or prior to the Determination Date and (b) the principal
portions of all Liquidation Proceeds, Insurance and Condemnation Proceeds (net of Special Servicing Fees, Liquidation Fees, accrued
interest on Advances and other additional expenses of the Trust incurred in connection with the related Mortgage Loan) and, if
applicable, REO Revenues received with respect to such Mortgage Loan and any REO Loans on or prior to the related Determination
Date, but in each case only to the extent that such principal portion represents a recovery of principal for which no advance
was previously made pursuant to Section 4.03 in respect of a preceding Distribution Date.


 


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


 


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


 


“Upper-Tier
REMIC Distribution Account”: The segregated account or accounts (or a subaccount of the Distribution Account) created
and maintained by the Certificate Administrator (on behalf of the Trustee) pursuant to Section 3.04(b) in trust for
the Certificateholders, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate Administrator,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark 2020-IG1
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1, Upper-Tier REMIC Distribution Account”.
Any such account or accounts shall be an Eligible Account.


 






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“U.S.
Dollars” or “$”: Lawful money of the United States of America.


 


“U.S.
Tax Person”: A citizen or resident of the United States, a corporation or partnership (except to the extent provided
in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States, any State
thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes,
an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court within the
United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons
have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations,
certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax Persons).


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates which is allocated to any Certificate. At all times
during the term of this Agreement, the Voting Rights shall be allocated among the various Classes of Certificateholders as follows:
(i) 2% in the case of the Class X Certificates (allocated pro rata, based upon their respective Notional Amounts
as of the date of determination) and (ii) in the case of any Principal Balance Certificates and the VRR Interest, a percentage
equal to the product of 98% and a fraction, the numerator of which is equal to the Certificate Balance (and solely in connection
with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 7.01(d) or the
Asset Representations Reviewer pursuant to Section 12.05, taking into account any notional reduction in the Certificate
Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.05(a) hereof) of such
Class, in each case, determined as of the Distribution Date immediately preceding such time, and the denominator of which is equal
to the aggregate Certificate Balance (and solely in connection with any vote for purposes of determining whether to remove the
Special Servicer pursuant to Section 7.01(d) or the Asset Representations Reviewer pursuant to Section 12.05,
taking into account any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates
pursuant to Section 4.05(a) hereof) of the Principal Balance Certificates, each determined as of the Distribution
Date immediately preceding such time. The Class R Certificates shall not be entitled to any Voting Rights.


 


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


 


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


 


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


 


“VRR
Certificate Gain-on-Sale Reserve Account”: A custodial account or accounts (or subaccount of the Distribution Account)
created and maintained by the Certificate Administrator, pursuant to Section 3.04(e) on behalf of the Trustee for the benefit
of the Holders 


 



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of the VRR Interest, which shall initially be entitled “Wells Fargo Bank, National Association, as Certificate
Administrator, on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark
2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1, VRR Certificate Gain-on-Sale Reserve
Account”. Any such account shall be an Eligible Account or a subaccount of an Eligible Account.


 


“VRR
Interest”: The VRR Interest represents undivided beneficial interests in the Class VRR Interest Specific Grantor Trust
Assets.


 


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


 


“VRR
Interest Purchase Agreement”: The VRR Interest Purchase Agreement dated and effective February 6, 2020, among the Depositor,
JPMCB, CREFI and DBNY.


 


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


 


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


 


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


 


“VRR
Retained Prepayment Premiums and Yield Maintenance Charges”: As defined in Section 4.01(d) of this Agreement.


 


“VRR-A
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by JPMCB. The Initial VRR-A Risk
Retention Consultation Party shall be JPMCB.


 






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“VRR-B
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by DBNY, “a majority-owned
affiliate” (as defined in Regulation RR, 12 C.F.R. Part 244) of DBR Investments Co. Limited. The Initial VRR-B Risk Retention
Consultation Party shall be DBNY.


 


“VRR-C
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by CREFI. The Initial VRR-C Risk
Retention Consultation Party shall be CREFI.


 


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


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(22) or successor
provisions.


 


“WHFIT
Regulations”: Treasury Regulations Section 1.671-5, as amended or successor provisions.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor
provisions.


 


“Whole
Loan”: With respect to any Mortgage Loan with a related Companion Loan and/or a related Subordinate Companion, such
Mortgage Loan and its related Companion Loan(s), collectively, as identified in the “Whole Loan” chart in the Preliminary
Statement. With respect to each Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate
indebtedness under the related Mortgage Loan and the related Companion Loan(s).


 


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


 


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


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan (except with respect to a Corrected Loan
that was a Fee Restricted Specially


 



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Serviced Loan and became a Corrected Loan while it was a Fee Restricted Specially Serviced
Loan) in accordance with Section 3.11(c).


 


“Workout
Fee Rate”: With respect to each Corrected Loan (except with respect to a Corrected Loan that was a Fee Restricted Specially
Serviced Loan and became a Corrected Loan while it was a Fee Restricted Specially Serviced Loan), a fee of 1.00% of each collection
(other than Penalty Charges and Excess Interest) of interest and principal (other than any amount for which a Liquidation Fee
would be paid), including (i) Periodic Payments, (ii) Balloon Payments, (iii) Principal Prepayments and (iv) payments
(other than those included in clause (i) or (ii) of this definition) at maturity or Anticipated Repayment Date,
received on each Corrected Loan for so long as it remains a Corrected Loan.


 


“XML”:
Extensible Markup Language.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan, any premium, fee or other additional amount paid or payable,
as the context requires, by a borrower in connection with a principal prepayment on, or other early collection of principal of,
a Mortgage Loan, calculated, in whole or in part, pursuant to a yield maintenance formula or otherwise pursuant to a formula that
reflects the lost interest, including any specified amount or specified percentage of the amount prepaid which constitutes the
minimum amount that such Yield Maintenance Charge may be.


 


“YM
Group”: YM Group A, YM Group B or YM Group C, as applicable.


 


“YM
Group A”: Collectively, the Class A Certificates and the Class X-A Certificates.


 


“YM
Group B”: Collectively, the Class B and the Class X-B Certificates.


 


“YM
Group C”: Collectively, the Class C and the Class D Certificates.


 


Section 1.02       Certain
Calculations. Unless otherwise specified herein, for purposes of determining amounts with respect to the Certificates and
the rights and obligations of the parties hereto, the following provisions shall apply:


 


(i)        
All calculations of interest (other than as provided in the related Mortgage Loan documents) provided for herein shall be made
on the basis of a 360-day year consisting of twelve 30-day months.


 


(ii)        Any Mortgage Loan or Companion Loan payment is deemed to be received on the date such payment is actually received by the Master
Servicer or the Special Servicer; provided, however, that for purposes of calculating distributions on the Certificates,
Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date they are applied in accordance with
the Servicing Standard consistent with the terms of the related Mortgage Note and Mortgage to reduce the outstanding principal
balance of such Mortgage Loan on which interest accrues.


 






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


 


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


 


(v)       
Any reference to “expense of the trust” or “additional trust fund expense” or words of similar import
shall be construed to mean, for any Serviced Mortgage Loan, an expense that shall be applied in accordance with the related Intercreditor
Agreement or, if no application is specified in the related Intercreditor Agreement, then, to the extent such Intercreditor Agreement
refers to this Agreement for the application of trust fund expenses or such Intercreditor Agreement does not prohibit the following
application of trust fund expenses (i) with respect to any Serviced Pari Passu Whole Loan, pro rata and pari passu,
to the Trust and the related Serviced Pari Passu Companion Loan(s) in accordance with the respective Stated Principal Balances
of the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) or (ii) with respect to the Serviced
AB Whole Loan, first, to the related AB Subordinate Companion Loan and then, pro rata and pari passu, by the Trust
and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated Principal Balances of the
related Mortgage Loan and Serviced Pari Passu Companion Loan.


 






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[End
of Article I]


 




Article II



CONVEYANCE OF MORTGAGE LOANS;

ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01      
Conveyance of Mortgage Loans. (a)  The Depositor, concurrently with the execution and delivery hereof,
does hereby establish a trust, appoint the Trustee as trustee of the trust, assign, sell, transfer and convey to the Trustee, in
trust, without recourse, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests)
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor, whether
now owned or existing or hereafter acquired or arising, in, to and under (i) the Mortgage Loans identified on the Mortgage
Loan Schedule, (ii) Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(f) and 5(g)), 6(a) (excluding clauses (viii)
and (xii) of Section 6(a)), 6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase
Agreements, (iii) the Intercreditor Agreements, and (iv) all other assets included or to be included in the Trust Fund
(collectively, the “Conveyed Property”). Such assignment includes all interest and principal received or receivable
on or with respect to the Mortgage Loans (in each case, other than (i) payments of principal and interest due and payable
on the Mortgage Loans on or before the Cut-off Date; and (ii) prepayments of principal collected on or before the Cut-off
Date). The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding
Section 13.07, is intended by the parties to constitute a sale. In connection with the assignment to the Trustee of
Sections 1, 2, 3, 4, 5 (excluding Section 5(d), 5(g) and 5(h)), 6(a) (excluding clauses (viii) and (xii) of Section 6(a)),
6(c), 6(d), 6(e), 6(f), 6(g), 10, 11, 13, 14, 15, 17, 18 and 19 of each of the Mortgage Loan Purchase Agreements, it is intended
that the Trustee get the benefit of Sections 10, 11 and 14 thereof in connection with any exercise of rights under the assigned
Sections, and the Depositor shall use its best efforts to make available to the Trustee the benefits of Sections 10, 11 and
14 in connection therewith.


 


(b)           
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct,
and hereby represents and warrants that it has directed, the Mortgage Loan Sellers to the extent provided in the applicable Mortgage
Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian (or with
respect to letters of credit, the Master Servicer), on or before the Closing Date, the Mortgage File for each Mortgage Loan so
assigned, with copies to the Master Servicer (except, in the case of Serviced Mortgage Loans, for letters of credit). If the applicable
Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, the delivery
requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b) shall be deemed to have been
satisfied upon such Mortgage Loan Seller’s delivery of a copy or duplicate original of such Mortgage Note, together with
an affidavit certifying that the original thereof has been lost or destroyed and indemnifying the Trustee and the Trust. If the
applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iii), (iv), (vii), and (ix) of the definition
of “Mortgage File” (or, if applicable, a copy


 






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thereof)
with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public
filing or recording office where such document or instrument has been delivered, or will be delivered within ten (10) Business
Days of the Closing Date, for filing or recordation, the delivery requirements of the applicable Mortgage Loan Purchase Agreement
and this Section 2.01(b) shall be deemed to have been satisfied on a provisional basis as of the Closing Date as to
such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been
included in the Mortgage File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified
by the applicable public filing or recording office, the applicable title insurance company or the applicable Mortgage Loan Seller
to be a true and complete copy of the original thereof submitted or to be submitted for filing or recording) is delivered to the
Custodian on or before the Closing Date, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office or the applicable title insurance company, in the case of
the documents and/or instruments referred to in clause (ii) of the definition of “Mortgage File”, to be
a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered
to the Custodian within one hundred-eighty (180) days of the Closing Date (or within such longer period, not to exceed eighteen
(18) months, after the Closing Date as the Custodian shall consent to as long as the applicable Mortgage Loan Seller is, as certified
in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period after
the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office
such original or photocopy). If the applicable Mortgage Loan Seller is required to, but cannot, deliver, or cause to be delivered,
as to any Mortgage Loan, any of the documents and/or instruments referred to in clauses (ii), (iii), (iv),
(vii), and (ix) (or, if applicable, a copy thereof) of the definition of “Mortgage File,” with evidence
of filing or recording thereon, for any other reason, including, without limitation, that such non-delivered document or instrument
has been lost or destroyed, the delivery requirements of the applicable Mortgage Loan Purchase Agreement and this Section 2.01(b)
shall be deemed to have been satisfied as to such non-delivered document or instrument, and such non-delivered document
or instrument shall be deemed to have been included in the Mortgage File, if a photocopy of such non-delivered document or
instrument (with evidence of filing or recording thereon and certified in the case of the documents and/or instruments referred
to in clause (ii) of the definition of “Mortgage File” by the appropriate county recorder’s office
or the applicable title insurance company to be a true and complete copy of the original thereof submitted for recording) is delivered
to the Custodian on or before the Closing Date. Neither the Trustee nor any Custodian shall in any way be liable for any failure
by any Mortgage Loan Seller or the Depositor to comply with the delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b). If, on the Closing Date as to any Mortgage Loan, subject to the next sentence, the applicable
Mortgage Loan Seller is required to, but cannot, deliver (in complete and recordable form or form suitable for filing or recording,
if applicable) any one of the assignments in favor of the Trustee referred to in clause (iii), clause (v)
(to the extent not already assigned pursuant to clause (iii)), clause (x) (to the extent not already
assigned pursuant to clause (iii)) or clause (ix) of the definition of “Mortgage File” solely
because of the unavailability of filing or recording information as to any existing document or instrument, such Mortgage Loan
Seller may provisionally satisfy the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b)
with respect to such assignment by


 






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delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment
of such Mortgage Loan substantially in the form of Exhibit H; provided that all required original assignments
with respect to such Mortgage Loan (in fully complete and recordable form or form suitable for filing or recording, if applicable)
are delivered to the Custodian within one hundred-eighty (180) days after the Closing Date (or within such longer period,
not to exceed eighteen (18) months, which the Custodian shall consent to so long as the applicable Mortgage Loan Seller is, as
certified in writing to the Trustee and the Custodian no less often than every ninety (90) days following such 180–day period
after the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office the applicable filing or recording information as to the related document or instrument); and provided, further,
that in the case of a Non-Serviced Mortgage Loan, the delivery of any such assignments shall be subject to clause (e)
of the final proviso to the definition of “Mortgage File” herein. If, in accordance with the related Mortgage
Loan Purchase Agreement and consistent with Section 2.01(c) of this Agreement, as to any Mortgage Loan, the related
Mortgage Loan Seller or its agent is responsible for recording or filing, as applicable, any one of the assignments in favor of
the Trustee referred to in clause (iii), clause (v) (to the extent not already assigned pursuant to clause (iii))
or clause (ix) of the definition of “Mortgage File”, such Mortgage Loan Seller may provisionally satisfy
the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01(b) with respect to
such assignment by delivering to the Custodian with respect to such Mortgage Loan on the Closing Date a copy of such assignment
in the form sent for recording or filing or (except for recording or filing information not yet available) to be sent for recording
or filing; provided that an original or copy of such assignment (with evidence of recording or filing, as applicable, indicated
thereon) shall be delivered to the Custodian as contemplated by Section 2.01(c) of this Agreement. Notwithstanding
anything herein to the contrary, with respect to letters of credit referred to in clause (xii) of the definition of
“Mortgage File” and relating to a Serviced Mortgage Loan, the applicable Mortgage Loan Seller shall deliver the original
to the Master Servicer (which letter of credit shall be titled in the name of, or assigned to, “Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of registered holders of Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2020-IG1”), and a copy to the Custodian or, if such original has been submitted by the applicable Mortgage Loan Seller
to the issuing bank to effect a reissuance, assignment or amendment of such letter of credit (changing the beneficiary thereof
to the Master Servicer (in care of the Trustee, as titled above) that may be required in order for the Master Servicer to draw
on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or of the related Mortgage
Loan documents) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related
Mortgage Loan Purchase Agreement and this Section 2.01(b) by delivering with respect to any letter(s) of credit a
copy thereof to the Custodian together with an officer’s certificate of the applicable Mortgage Loan Seller certifying that
such document has been delivered to the issuing bank for reissuance or an Officer’s Certificate from the Master Servicer
certifying that it holds the letter(s) of credit pursuant to this Section 2.01(b), one of which shall be delivered
to the Custodian on the Closing Date. If a letter of credit referred to in the previous sentence is not in a form that would allow
the Master Servicer to draw on such letter of credit on behalf of the Trust in accordance with the applicable terms thereof and/or
of the related Mortgage Loan documents, the applicable Mortgage Loan Seller shall deliver the


 






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appropriate assignment or amendment
documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted the originals
to the related issuer of such letter of credit for processing) to the Custodian within thirty (30) days of the Closing Date. If
not otherwise paid by the related Mortgagor, the applicable Mortgage Loan Seller shall pay any costs of assignment or amendment
of such letter(s) of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trust
and shall cooperate with the reasonable requests of the Master Servicer in connection with effectuating a draw under any such
letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer
on behalf of the Trust.


 


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


 






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


 


(d)           
All documents and records in the Depositor’s or the applicable Mortgage Loan Seller’s possession relating to
the Mortgage Loans (including, in each case, financial statements, operating statements and any other information provided by the
respective Mortgagor from time to time, but excluding the applicable Mortgage Loan Seller’s internal communications (including
such communications between such Mortgage Loan Seller and its Affiliates) and underwriting analysis (including documents prepared
by the applicable Mortgage Loan Seller or any of its Affiliates for such purposes), draft documents, attorney-client communications
that are privileged communications or constitute legal or other due diligence analyses and credit underwriting or due diligence
analyses or data) that (i) are not required to be a part of a Mortgage File in accordance with the definition thereof and
(ii) are reasonably necessary for the servicing of each such Mortgage Loan, together with copies of all documents in each
Mortgage File, shall be delivered by the Depositor or the applicable Mortgage Loan Seller to the Master Servicer within five (5)
Business Days after the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit
of the Certificateholders (and as holder of the Lower-Tier Regular Interests) and, if applicable, on behalf of the related Companion
Holder. Such documents and records shall be any documents and records (with the exception of any items excluded under the immediately
preceding sentence) that would otherwise be a part of the Servicing File.


 


(e)            
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver
to the Trustee and the Master Servicer, on or before two (2) Business Days after the Closing Date, a fully executed original counterpart
of each of the Mortgage Loan Purchase Agreements, as in full force and effect, without amendment or modification, on the Closing
Date.


 


(f)            
The Depositor shall use its reasonable best efforts to require that, promptly after the Closing Date, but in all events
within three (3) Business Days after the Closing Date, each of the Mortgage Loan Sellers shall cause all funds on deposit in escrow
accounts


 






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maintained
with respect to the Mortgage Loans transferred by such Mortgage Loan Seller, whether such accounts are held in the name of the
applicable Mortgage Loan Seller or any other name, to be transferred to the Master Servicer (or a Sub-Servicer) for deposit
into Servicing Accounts.


 


(g)          
With respect to the Franchise Required Mortgage Loans, the related Mortgage Loan Seller or its designee will be required
to provide any such required notice or make any such required request to the related franchisor (with a copy of such notice or
request to the Master Servicer) within forty-five (45) days of the Closing Date (or any shorter period if required by the applicable
comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such
replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the
existing comfort letter).


 


(h)           
Each Mortgage Loan Purchase Agreement shall provide that within sixty (60) days of the Closing Date, each Mortgage Loan
Seller shall deliver or cause to be delivered the Diligence Files for each of its Mortgage Loans to the Depositor by uploading
such Diligence Files to the Intralinks Site. Promptly upon completion of such delivery of the Diligence Files (but in no event
later than sixty (60) days after the Closing Date), the applicable Mortgage Loan Seller shall provide to the Depositor (with a
copy via email to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and the Asset Representations Reviewer at the email addresses set forth in this Agreement) an officer’s certificate to the
address set forth in Section 13.05, signed by the applicable Mortgage Loan Seller certifying that the electronic copies
of the documents and information uploaded to the Intralinks Site constitute all documents and information required under the definition
of “Diligence File” (the “Diligence File Certification”), which shall be organized and categorized
in accordance with the electronic file structure reasonably agreed to by the Depositor and the related Mortgage Loan Seller, and
shall provide the Master Servicer and Special Servicer with access to the Intralinks Site.


 


(i)             
Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.02, in connection
with a Servicing Shift Whole Loan, (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant
to this Agreement (other than the endorsements to the Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier
of (i) the related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance
with the related Non-Serviced PSA, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming
a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case assignments and recordations shall be
effected in accordance with this Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization
Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earlier
of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced
PSA, (ii) 180 days following the Closing Date, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Loan prior
to such Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with the terms of this
Section 2.01, and (3) on and following such Servicing Shift Securitization Date, the Person selling the related Servicing
Shift Lead Note to the related Non-Serviced Depositor, at its own


 






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expense,
shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the
originals of all the Mortgage Loan documents relating to such Servicing Shift Whole Loan in its possession (other than the original
Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian,
(b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies
of Mortgage Loan documents related to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced
Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph,
the preparation, execution and delivery) and recordation of instruments of assignment in the name of the related Other Trustee
or related Non-Serviced Custodian, (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian
photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to
transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow
Payments, reserve funds and items specified in clauses (x) and (xii) of the definition of “Mortgage File” for such
Servicing Shift Whole Loan to the related Other Servicer.


 


(j)            
On the Closing Date, the Depositor shall deliver the Initial Schedule AL File in EDGAR-Compatible Format and Excel format,
the Initial Schedule AL Additional File in EDGAR-Compatible Format and Excel format and Annex A-1 to the Prospectus in EDGAR-Compatible
Format and Excel format to the Master Servicer at NoticeAdmin@midlandls.com.


 


(k)           
Notwithstanding anything to the contrary contained herein, with respect to a Joint Mortgage Loan, the obligations of each
of the applicable Mortgage Loan Sellers to deliver a Mortgage Note (and any related allonge or assignment) to the Custodian shall
be limited to delivery of only the Mortgage Note (and any related allonge or assignment) held by such party to the Custodian. With
respect to a Joint Mortgage Loan, the obligations of the applicable Mortgage Loan Sellers to deliver the remaining portion of the
related Mortgage File or any document required to be delivered with respect thereto shall be joint and several, provided that either
of the applicable Mortgage Loan Sellers may deliver one Mortgage File or one of any other document required to be delivered with
respect to such Mortgage Loan hereunder and such delivery shall satisfy such delivery requirements for each of the applicable Mortgage
Loan Sellers.


 


Section 2.02      
Acceptance by Trustee. (a)  The Trustee, by the execution and delivery of this Agreement (1) acknowledges
receipt by it or a Custodian on its behalf, subject to the provisions of Section 2.01, in good faith and without notice
of any adverse claim, of the applicable documents specified in clause (i) of the definition of “Mortgage File”
with respect to each Mortgage Loan and of all other assets included in the Trust Fund and (2) declares (a) that it or
a Custodian on its behalf holds and will hold such documents and the other documents delivered or caused to be delivered by the
Mortgage Loan Sellers that constitute the Mortgage Files in the name of the Trust for the benefit of all present and future Certificateholders,
and (b) that it holds and will hold such other assets included in the Trust Fund, in trust for the exclusive use and benefit
of all present and future Certificateholders and, with respect to any original document in the Mortgage File for a Serviced Whole
Loan, for any present or future Companion Holder (and for the benefit of the Trustee as holder of the Lower-Tier Regular Interests),
as applicable. If any Mortgage Loan Seller is unable to deliver or cause the delivery


 






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of
any original Mortgage Note, such Mortgage Loan Seller may deliver a copy of such Mortgage Note, together with a signed lost note
affidavit and appropriate indemnity and shall thereby be deemed to have satisfied the document delivery requirements of Section 2.01
and of this Section 2.02.


 


(b)           
Within sixty (60) days of the Closing Date, the Custodian shall review the Mortgage Loan documents delivered or caused to
be delivered by the Mortgage Loan Sellers constituting the Mortgage Files and, promptly following such review (but in no event
later than sixty (60) days after the Closing Date), the Custodian shall, in the form attached as Exhibit Q, certify
in writing to each of the Rating Agencies, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Asset Representations Reviewer and the applicable Mortgage Loan Seller (as to each Mortgage Loan listed in the
Mortgage Loan Schedule (other than any Mortgage Loan paid in full)) that, except as specifically identified in any exception report
annexed to such writing (the “Custodial Exception Report”), (i) subject to the final proviso of the definition
of “Mortgage File” herein and Section 2.01 hereof, all documents specified in clauses (i) through
(v), (viii), (ix), (xi), (xii) and (xiii) (or, with respect to clause (xii),
a copy of such letter of credit and the required Officer’s Certificate), if any, of the definition of “Mortgage File”,
as applicable, are in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan
Sellers have been reviewed by the Custodian and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan, and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage
Loan Schedule with respect to the items specified in clauses (e), (f) and (h) in the definition of “Mortgage
Loan Schedule” is correct. With respect to each Mortgage Loan listed on the Custodial Exception Report, the Custodian shall
specifically identify such Mortgage Loan together with the nature of such exception (in the form reasonably acceptable to the Custodian
and the related Mortgage Loan Seller and separating items required to be in the Mortgage File but never delivered from items which
were delivered by the related Mortgage Loan Seller but are out for filing or recording and have not been returned by the filing
office or the recorder’s office).


 


(c)           
The Custodian shall review the Mortgage Loan documents received subsequent to the Closing Date; and, on or about the first
anniversary of the Closing Date, the Custodian shall, in the form attached as Exhibit Q, certify in writing to each
of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the applicable Mortgage
Loan Seller (as to each Mortgage Loan listed on the Mortgage Loan Schedule (other than any related Mortgage Loan as to which a
Liquidation Event has occurred) or any related Mortgage Loan specifically identified in any exception report annexed to such writing)
that, (i) subject to the final proviso of the definition of “Mortgage File” herein and Section 2.01
hereof, all documents specified in clauses (i) through (v), (viii), (ix), (xi), (xii)
and (xiii), if any, of the definition of “Mortgage File”, as applicable, are in its possession, (ii) the
foregoing documents delivered or caused to be delivered by the Mortgage Loan Sellers have been reviewed by the Custodian and appear
regular on their face and appear to be executed and relate to such Mortgage Loan and (iii) based on such examination and only
as to the foregoing documents, the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (e),
(f) and (h) in the definition of “Mortgage Loan Schedule” is correct.


 






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(d)           
Notwithstanding anything contained in this Section 2.02 and Section 2.03(b) to the contrary, in
the case of a Material Defect in any of the documents specified in clauses (ii) through (v), (vii), (viii)
and (ix) in the definition of “Mortgage File”, which Material Defect results solely from a delay in the return
of the related documents from the applicable filing or recording office and gives rise to a repurchase or substitution obligation
on the part of the related Mortgage Loan Seller with respect to the subject Mortgage Loan pursuant to the related Mortgage Loan
Purchase Agreement, the Special Servicer may, in accordance with the Servicing Standard, permit the related Mortgage Loan Seller
in lieu of repurchasing or substituting for the related Mortgage Loan, to deposit with the Master Servicer an amount, to be held
in trust in a segregated Eligible Account (which may be a sub-account of the Collection Account), equal to 25% of the Stated
Principal Balance of the related Mortgage Loan (in the alternative, the related Mortgage Loan Seller may deliver to the Master
Servicer a letter of credit in such amount, with a copy to the Custodian). Such funds or letter of credit, as applicable, shall
be held by the Master Servicer (i) until the date on which the Custodian determines and notifies the Master Servicer that
such Material Defect has been cured or the related Mortgage Loan is no longer part of the Trust Fund, at which time the Master
Servicer shall return such funds (or letter of credit) to the related Mortgage Loan Seller, or (ii) until same are applied
to the Purchase Price (or the Substitution Shortfall Amount, if applicable) as set forth below in this Section 2.02(d)
in the event of a repurchase or substitution by the related Mortgage Loan Seller. Notwithstanding the two immediately preceding
sentences, if the Master Servicer or the Special Servicer certifies to the Trustee, the Certificate Administrator and the Custodian
that it has determined in the exercise of its reasonable judgment that the document with respect to which such Material Defect
exists is required in connection with an imminent enforcement of the mortgagee’s rights or remedies under the related Mortgage
Loan, defending any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the
validity or priority of any lien on collateral securing the related Mortgage Loan or for any immediate significant servicing obligation,
the related Mortgage Loan Seller shall be required to repurchase or substitute for the related Mortgage Loan in accordance with,
and to the extent required by, the terms and conditions of Section 2.03(b) and Section 6 of the related Mortgage
Loan Purchase Agreement; provided, however, that such Mortgage Loan Seller shall not be required to repurchase the
Mortgage Loan for a period of ninety (90) days after receipt of a notice to repurchase (together with any applicable extension
period) if it is attempting to recover the document from the applicable filing or recording office and provides an officer’s
certificate setting forth what actions such Mortgage Loan Seller is pursuing in connection with such recovery. In the event of
a repurchase or substitution, upon the date of such repurchase or substitution, and in the event that the related Mortgage Loan
Seller has delivered a letter of credit to the Master Servicer in accordance with this Section 2.02(d), the Master
Servicer shall, to the extent necessary, draw on the letter of credit and deposit the proceeds of such draw, into the Collection
Account to be applied to the Purchase Price (or the Substitution Shortfall Amount, if applicable, in which event, the amount of
such funds or proceeds that exceed the Substitution Shortfall Amount shall be returned to the related Mortgage Loan Seller) in
accordance with Section 2.03(b). All such funds deposited in the Collection Account shall be invested in Permitted
Investments, at the direction and for the benefit of the related Mortgage Loan Seller. Such funds shall be treated as an “outside
reserve fund” under the REMIC Provisions, which, together with any reimbursement from the Lower-Tier REMIC, is beneficially
owned by the related Mortgage Loan Seller for


  



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federal
income tax purposes, which Mortgage Loan Seller shall remain liable for any taxes payable on income or gain with respect thereto.


 


(e)           
It is herein acknowledged that neither the Trustee nor any Custodian is under any duty or obligation (i) to determine
whether any of the documents specified in clauses (vi), (vii) and (xii) through (xviii) of the
definition of “Mortgage File” exist or are required to be delivered by the Depositor, the Mortgage Loan Sellers or
any other Person (unless identified on the Mortgage Loan Checklist) or (ii) to inspect, review or examine any of the documents,
instruments, certificates or other papers relating to the Mortgage Loans delivered to it to determine that the same are genuine,
enforceable, duly authorized, sufficient to perfect and maintain the perfection of a security interest or appropriate for the represented
purpose or that they are other than what they purport to be on their face and, with respect to the documents specified in clause (viii)
of the definition of the “Mortgage File”, whether the insurance is effective as of the date of the recordation, whether
all endorsements or riders issued are included in the file or if the policy has not been issued whether any acceptable replacement
document has been dated the date of the related Mortgage Loan funding. Further, with respect to the UCC Financing Statements referenced
in the Mortgage File, absent actual knowledge to the contrary or copies of UCC Financing Statements delivered to the Custodian
as part of the Mortgage File indicating otherwise, the Custodian may assume, for the purposes of the filings and the certification
to be delivered in accordance with this Section 2.02 that the related Mortgage File should include one state level
UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage Loan that has two or more Mortgagors,
for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the same UCC Financing Statement filing),
or if the Custodian has received notice that a particular UCC Financing Statement was filed as a fixture filing, that the related
Mortgage File should include only a local UCC Financing Statement filing for each Mortgaged Property (or with respect to any Mortgage
Loan) that has two or more Mortgagors, for each Mortgagor, except to the extent multiple Mortgagors are named as debtors in the
same UCC Financing Statement filing). The assignments of the UCC Financing Statements to be assigned to the Trust will be delivered
on the new national forms (or on such other form as may be acceptable for filing or recording in the applicable jurisdiction) and
in a format suitable for filing or recording, as applicable, and will be filed or recorded in the jurisdiction(s) where such UCC
Financing Statements were originally filed or recorded, as indicated in the documents provided, and in accordance with then-current
laws.


 


(f)            
If, in the process of reviewing the Mortgage Files or at any time thereafter, the Custodian finds any document or documents
constituting a part of a Mortgage File (1) not to have been properly executed, (2) subject to the timing requirements
of Sections 2.01(b) and 2.01(c), not to have been delivered, (3) to contain information that does not conform
in any material respect with the corresponding information set forth in the Mortgage Loan Schedule or (4) to be defective
on its face (each, a “Defect” in the related Mortgage File), the Custodian shall promptly so notify the Depositor,
the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator, the applicable Mortgage Loan Seller (and
in no event later than ninety (90) days after the Closing Date and every calendar quarter thereafter until all Defects are corrected)
by providing a Custodial Exception Report setting forth for each affected Mortgage Loan, with particularity, the nature of such
Defect (in a form reasonably acceptable to the Custodian and such Mortgage Loan Seller and separating items required to be in the
Mortgage


 






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File
but never delivered from items which were delivered by such Mortgage Loan Seller but are out for recording or filing and have
not been returned by the recorder’s office or filing office).


 


Pursuant to the related
Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense of the applicable
Mortgage Loan Seller) the assignment and recordation of its respective Mortgage Loan documents until the assignment and recordation
of all such Mortgage Loan documents has been completed.


 


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


 


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


 


A Repurchase Request
Recipient shall not be required to provide any information in a 15Ga-1 Notice protected by the attorney-client privilege
or attorney work product doctrines. The Mortgage Loan Purchase Agreements will provide that (i) any 15Ga-1 Notice provided
pursuant to this Section 2.02(g) is so provided only to assist the Mortgage Loan Sellers and Depositor or their respective
Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other
requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Repurchase Request Recipient and
(B) no information provided pursuant to this Section 2.02(g) by a Repurchase Request Recipient, shall be deemed
to constitute a waiver or defense to the exercise of any legal right the Repurchase Request Recipient may have with respect to
the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a 15Ga-1
Notice.


 


In the event that the
Depositor, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Custodian receives a Repurchase
Request, such party shall promptly forward or otherwise provide written notice of such Repurchase Request to the Master Servicer,
if relating to a Non-Specially Serviced Loan, or to the Special Servicer, if


 






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relating
to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This is
a ‘Repurchase Request’ under Section 2.02 of the Pooling and Servicing Agreement relating to the Benchmark
2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 requiring action by you as the ‘Repurchase
Request Recipient’ thereunder.” Upon receipt of such Repurchase Request by the Master Servicer or the Special Servicer,
as applicable, such party shall be deemed to be the Repurchase Request Recipient in respect of such Repurchase Request, and such
party shall comply with the procedures set forth in this Section 2.02(g) with respect to such Repurchase Request.
In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02
of this Agreement in connection with its review of the Mortgage File.


 


If the Depositor, the
Trustee, the Certificate Administrator, the Asset Representations Reviewer or the Custodian receives notice or has knowledge of
a withdrawal or a rejection of a Repurchase Request of which notice has been previously received or given, and such notice was
not received from or copied to the Master Servicer or the Special Servicer, then such party shall give notice of such withdrawal
or rejection to the Master Servicer or the Special Servicer, as applicable. Any such notice received by the Trustee, the Certificate
Administrator, the Asset Representations Reviewer or the Custodian shall also be provided to the Depositor and, in the case of
a withdrawal notice, to the applicable Mortgage Loan Seller.


 


In the event that a Mortgage
Loan is repurchased or replaced pursuant to Section 2.03 of this Agreement, the Master Servicer shall promptly notify
the Depositor of such repurchase or replacement.


 


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


 


(i)             The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and the Depositor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement
by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby,
including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this
Agreement;


 


(ii)            Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and
all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);


 






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(iii)           The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not
conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in a breach
of or constitute a default under any of the terms, conditions or provisions of the certificate of incorporation or the by-laws
of the Depositor or any indenture, agreement or instrument to which the Depositor is a party or by which it is bound, or any order
or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets
or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated
by this Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency
or body required for the execution, delivery and performance by the Depositor of this Agreement;


 


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


 


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


 


(b)            After its receipt of a Repurchase Request, the Master Servicer (if the related Mortgage Loan is a Non-Specially Serviced
Loan) or the Special Servicer (if the related Mortgage Loan is a Specially Serviced Loan), as applicable, shall request in writing
that the applicable Mortgage Loan Seller, not later than ninety (90) days following the earlier of (i) such Mortgage Loan
Seller’s discovery of any Material Defect, (ii) such
Mortgage Loan Seller’s receipt of notice of any Material Defect from any party to this Agreement or (iii) in the case
of a Material Defect relating to a Mortgage Loan not being a Qualified Mortgage, the earlier of (x) the discovery of any Material
Defect by any party to this Agreement or (y) receipt of a notice of any Material Defect by the applicable Mortgage Loan Seller
(such 90-day period, the “Initial Cure Period”), (A) cure such Material Defect in all material respects,
at such Mortgage Loan Seller’s own expense, including reimbursement of any related reasonable additional expenses of the
Trust reasonably incurred by any party to this Agreement, (B) repurchase the affected Mortgage Loan or REO Loan (or, in the
case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced
Companion Loan, if applicable), at the applicable Purchase Price and in conformity with the applicable Mortgage Loan Purchase Agreement
and this Agreement or (C) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for
which no substitution will be permitted) for such affected Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan,
the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan, if applicable)
(provided that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and
pay the Master Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith and
in conformity with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that except
with respect to a Material Defect resulting solely from the failure


 






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by
the Mortgage Loan Seller to deliver to the Trustee or Custodian the actual policy of lender’s title insurance required pursuant
to clause (viii) of the definition of “Mortgage File” by a date not later than eighteen (18) months following
the Closing Date, if such Material Defect is capable of being cured but is not cured within the Initial Cure Period, and the applicable
Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect within the Initial Cure
Period, the applicable Mortgage Loan Seller shall have an additional ninety (90) days commencing immediately upon the expiration
of the Initial Cure Period (such additional ninety (90) day period, the “Extended Cure Period”) to complete
such cure (or, failing such cure, to repurchase the related Mortgage Loan or REO Loan (or, in the case of a Joint Mortgage Loan,
the applicable Mortgage Loan Seller Percentage Interest thereof) (excluding any related Serviced Companion Loan, if applicable)
or substitute a Qualified Substitute Mortgage Loan (other than with respect to the Whole Loans, for which no substitution will
be permitted)) and provided, further, that with respect to such Extended Cure Period the applicable Mortgage Loan
Seller shall have delivered an officer’s certificate to the Trustee, the Certificate Administrator (who shall promptly deliver
a copy of such officer’s certificate to the 17g-5 Information Provider), the Master Servicer, the Special Servicer and the
Asset Representations Reviewer, setting forth the reason such Material Defect is not capable of being cured within the Initial
Cure Period and what actions the applicable Mortgage Loan Seller is pursuing in connection with the cure thereof and stating that
the applicable Mortgage Loan Seller anticipates that such Material Defect will be cured within the Extended Cure Period. Notwithstanding
the foregoing, any Defect or Breach which causes any Mortgage Loan not to be a Qualified Mortgage shall be deemed to materially
and adversely affect the interests of Certificateholders therein, and (subject to the applicable Mortgage Loan Seller’s
right to cure such Defect or Breach during the Initial Cure Period) such Mortgage Loan shall be repurchased or substituted for
without regard to the Extended Cure Period described in the preceding sentence. If the affected Mortgage Loan is to be repurchased,
the funds in the amount of the Purchase Price remitted by the applicable Mortgage Loan Seller (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) are to be remitted by wire transfer to the Master Servicer
for deposit into the Collection Account.


 


If a Mortgage Loan Seller,
in connection with a Material Defect (or an allegation of a Material Defect) pertaining to a Mortgage Loan, makes a cash payment
pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Master Servicer (in the case of Non-Specially
Serviced Loans) or the Special Servicer (in the case of Specially Serviced Loans) on behalf of the Trust (each such payment, a
“Loss of Value Payment”) with respect to such Mortgage Loan, the amount of such Loss of Value Payment shall
be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.05(g) of this Agreement.
The Special Servicer shall determine the amount of any applicable Loss of Value Payment and, in the case of any PSA Party Repurchase
Request with respect to Non-Specially Serviced Loans prior to the occurrence of a Resolution Failure, shall communicate such amount
to the Master Servicer for its enforcement action with the applicable Mortgage Loan Seller. In connection with any such determination
with respect to any Non-Specially Serviced Loan, the Master Servicer shall promptly provide the Special Servicer, but in any event
within the time frame and in the manner provided in Section 3.19, with the Servicing File and all information, documents
and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to such Non-Specially
Serviced Loan and, if applicable, the related Serviced Companion Loan(s), either in the Master Servicer’s possession or otherwise
reasonably


 






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available
to the Master Servicer, and reasonably requested by the Special Servicer to the extent set forth in Section 3.19 in
order to permit the Special Servicer to calculate the Loss of Value Payment as set forth in this Section 2.03(b).
The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such
Loss of Value Payment and the portion of fees and reimbursable expenses of the Asset Representations Reviewer attributable to
the Asset Review of such Mortgage Loan (or, in the case of a Joint Mortgage Loan, the applicable Mortgage Loan Seller Percentage
Interest thereof). If such Loss of Value Payment is made, the Loss of Value Payment shall serve as the sole remedy available to
the Certificateholders and the Trustee on their behalf regarding any such Material Defect in lieu of any obligation of the Mortgage
Loan Seller to otherwise cure such Material Defect or repurchase or substitute for the affected Mortgage Loan based on such Material
Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable
Mortgage Loan Seller and the Master Servicer or the Special Servicer, as applicable, on behalf of the Trust, provided that
(i) prior to any such agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Master
Servicer or the Special Servicer, as applicable, from exercising any of its rights related to a Material Defect in the manner
and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.03 (excluding this paragraph)
(including any right to cure, repurchase or substitute for such Mortgage Loan); (ii) such Loss of Value Payment shall not
be greater than the Purchase Price of the affected Mortgage Loan; and (iii) a Material Defect as a result of a Mortgage Loan
not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.


 


With respect to any Non-Serviced
Mortgage Loan, if a “material document defect” under, and as such term or any analogous term is defined in, the related
Non-Serviced PSA exists with respect to the related Non-Serviced Companion Loan, and if the applicable Mortgage Loan Seller (or
other responsibly party) repurchases the Non-Serviced Companion Loan from the related Non-Serviced Trust, then the related Mortgage
Loan Seller shall promptly repurchase such Non-Serviced Mortgage Loan at the applicable Purchase Price; provided, however,
that the foregoing shall not apply to any “material document defect” related to the promissory note for the related
Non-Serviced Companion Loan.


 


If any Breach pertains
to a representation or warranty that the related Mortgage Loan documents or any particular Mortgage Loan document requires the
related Mortgagor to bear the costs and expenses associated with any particular action or matter under such Mortgage Loan document(s),
then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may be extended) by reimbursing
the Trust (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred
by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust that are incurred as a result
of such Breach and have not been reimbursed by the related Mortgagor and (ii) the amount of any fees and reimbursable expenses
of the Asset Representations Reviewer attributable to the Asset Review of such Mortgage Loan; provided, however,
that if the Breach relates to a Joint Mortgage Loan, each Mortgage Loan Seller shall be responsible for its Mortgage Loan Seller
Percentage Interest of all such costs and expenses unless such Breach relates solely to the Mortgage Note contributed by such Mortgage
Loan Seller; provided, further, however, in the event any such costs and expenses exceed $10,000, the related
Mortgage Loan Seller shall have the option to either repurchase or substitute for the related Mortgage Loan as provided above or
pay such costs and expenses. Except as provided in


 






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the
proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses
and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects.
To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained
from the related Mortgagor, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses
obtained from the related Mortgagor shall promptly be returned to the related Mortgage Loan Seller. Periodic Payments due with
respect to each Qualified Substitute Mortgage Loan (if any) after the related Due Date in the month of substitution, and Periodic
Payments due with respect to each Mortgage Loan being repurchased or replaced after the related Cut-off Date and received
by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution,
shall be part of the Trust Fund. Periodic Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or
prior to the related Due Date in the month of substitution, and Periodic Payments due with respect to each Mortgage Loan being
repurchased or replaced and received by the Master Servicer or the Special Servicer on behalf of the Trust after the related date
of repurchase or substitution, shall not be part of the Trust Fund and are to be remitted by the Master Servicer (or by the Special
Servicer to the Master Servicer who shall then remit such funds) to the applicable Mortgage Loan Seller effecting the related
repurchase or substitution promptly following receipt. Notwithstanding anything contained in this Agreement or the related Mortgage
Loan Purchase Agreement, no delay in the discovery of a Material Defect shall relieve the applicable Mortgage Loan Seller of its
obligation to repurchase if it is otherwise required to do so under the related Mortgage Loan Purchase Agreement and/or this Article II
unless (i) the related Mortgage Loan Seller did not otherwise discover or have knowledge of such Material Defect, (ii) such
delay is a result of the failure by a party to the applicable Mortgage Loan Purchase Agreement, or this Agreement, to provide
prompt notice as required by the terms of the applicable Mortgage Loan Purchase Agreement, or this Agreement, after such party
has actual knowledge of such Material Defect (knowledge shall not be deemed to exist by reason of the Custodial Exception Report),
(iii) such Material Defect does not relate to the applicable Mortgage Loan not being a Qualified Mortgage, and (iv) such delay
or failure to provide notice precludes such Mortgage Loan Seller from curing such Material Defect. Notwithstanding the foregoing,
if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Mortgagor),
healthcare facility, nursing home, assisted living facility, self-storage facility, theater or fitness center (operated by a borrower),
then the failure to deliver copies of the UCC Financing Statements with respect to such Mortgage Loan shall not be a Material
Defect.


 


Pursuant to each Mortgage
Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties with respect to a Mortgage
Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan Seller Percentage Interest thereof) if (i) the affected Mortgaged Property may be released pursuant
to the terms of any partial release provisions in the related Mortgage Loan documents (and such Mortgaged Property is, in fact,
released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set forth in the Mortgage Loan documents
and the related Mortgage Loan Seller provides an Opinion of Counsel to the effect that such release in lieu of repurchase would
not cause an Adverse REMIC Event and (iii) each applicable Rating Agency has provided a Rating Agency Confirmation.


 






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(c)            Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated above in this Section 2.03,
and further subject to Section 2.01(b) and Section 2.01(c), any of the following shall cause a document
in the Mortgage File to be deemed to have a “Defect” that constitutes a Material Defect: (a) the absence from
the Mortgage File of the original signed Mortgage Note, unless the Mortgage File contains a signed lost note affidavit and indemnity
with a copy of the Mortgage Note that appears to be regular on its face; (b) the absence from the Mortgage File of the original
signed Mortgage that appears to be regular on its face, unless there is included in the Mortgage File either a copy of the Mortgage
with evidence of recording thereon or a copy of the Mortgage and a certificate from the related Mortgage Loan Seller stating that
the original signed Mortgage was sent for recordation; (c) the absence from the Mortgage File of the item called for by clause (viii)
of the definition of “Mortgage File”; (d) the absence from the Mortgage File of any intervening assignments required
to create a complete chain of assignments to the Trustee on behalf of the Trust, unless there is included in the Mortgage File
either a copy of the assignment with evidence of recording thereon or a copy of the intervening assignment and a certificate from
the related Mortgage Loan Seller stating that the original intervening assignments were sent for filing or recordation, as applicable;
(e) the absence from the Mortgage File of any required letter of credit (except as permitted under Section 2.01(b));
or (f) with respect to any related leasehold Mortgage Loan, the absence from the related Mortgage File of a copy (or an original,
if available) of the related Ground Lease; provided, however, that no Defect (except the Defects previously described
in subclauses (a) through (f) of this Section 2.03(c)) shall be considered to materially and adversely
affect the value of the related Mortgage Loan, the value of the related Mortgaged Property or the interests of the Trustee or Certificateholders
unless the document with respect to which the Defect exists is required in connection with an imminent enforcement of the mortgagee’s
rights or remedies under the related Mortgage Loan, defending any claim asserted by any Mortgagor or third party with respect to
the related Mortgage Loan, establishing the validity or priority of any lien on any collateral securing the related Mortgage Loan
or for any immediate significant servicing obligation; provided, further, that no Defect relating to any Non-Serviced
Mortgage Loan previously described in subclauses (b) through (f) of this Section 2.03(c) shall be
considered to materially and adversely affect the value of such Mortgage Loan, the value of the related Mortgaged Property or the
interests of the Trustee or Certificateholders unless the related Mortgage Loan Seller, after receipt of notice of such Defect,
fails to produce a copy of the document with respect to which the Defect exists within a reasonable period after receiving such
notice or otherwise establish that the original or copy, as applicable, of such document has been delivered, in compliance with
the terms of the related Non-Serviced PSA, to the custodian under the related Non-Serviced PSA. Notwithstanding the foregoing,
the delivery of executed escrow instructions or a binding commitment to issue a lender’s title insurance policy, as provided
in clause (viii) of the definition of “Mortgage File” herein, in lieu of the delivery of the actual policy
of lender’s title insurance, shall not be considered a Material Defect with respect to any Mortgage File if such actual policy
is delivered to the Custodian not later than eighteen (18) months following the Closing Date. Notwithstanding the foregoing, to
the extent a Mortgage Loan Seller has otherwise complied with its document delivery requirements under this Agreement and the related
Mortgage Loan Purchase Agreement, in the event that the Custodian has acknowledged receipt pursuant to Section 2.02
above of a document that is part of the Mortgage File or a Mortgage Loan Seller can otherwise prove delivery of the document, and
the Custodian subsequently loses a document, the fact that such document is lost may not be utilized


 






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as
the basis for a claim of a Material Defect against a Mortgage Loan Seller pursuant to Section 6(e) of the related Mortgage
Loan Purchase Agreement and/or this Section 2.03 and the Custodian shall be liable for any such loss to the extent
provided for in Section 8.01 hereof.


 


(d)            In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special
Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Certificate Administrator,
the Custodian, the Master Servicer and the Special Servicer of a trust receipt executed by the applicable Mortgage Loan Seller
evidencing such repurchase or substitution, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan
possessed by each of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special Servicer (other
than attorney-client communications that are privileged communications), and each document that constitutes a part of the Mortgage
File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be, to the applicable Mortgage
Loan Seller in the same manner as provided in Section 6 of the related Mortgage Loan Purchase Agreement and, if applicable,
the definition of “Mortgage File” herein, so as to vest in such Mortgage Loan Seller the legal and beneficial ownership
of such repurchased or substituted Mortgage Loan (including property acquired in respect thereof and proceeds of any insurance
policy with respect thereto) and the related Mortgage Loan documents.


 


(e)            Section 6(e) of each of the Mortgage Loan Purchase Agreements provides the sole remedy available to the Certificateholders
(subject to the limitations on the rights of the Certificateholders under this Agreement), or the Trustee on behalf of the Certificateholders,
the Master Servicer or the Special Servicer with respect to any Material Defect.


 


(f)             The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular
Interests), enforce the obligations of the applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement.
Such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried out in accordance with
the Servicing Standard. Any costs incurred by the Enforcing Servicer with respect to the enforcement of the obligations of the
applicable Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall, to the extent not recovered from the
applicable Mortgage Loan Seller, be deemed to be Servicing Advances to the extent not otherwise provided for herein. The Enforcing
Servicer shall be reimbursed for the reasonable costs of such enforcement: first, from a specific recovery, if any, of costs,
expenses or attorneys’ fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii)
herein out of the related Purchase Price, to the extent that such expenses are a specific component thereof; and third,
if at the conclusion of such enforcement action it is determined that the amounts described in clauses first and second
are insufficient, then pursuant to Section 3.05(a)(viii) herein out of general collections on the Mortgage Loans on
deposit in the Collection Account. Any costs, expenses or attorneys’ fees related to a repurchase of a Companion Loan shall
be paid pursuant to the related Intercreditor Agreement or pursuant to the documents related to an Other Securitization, if applicable.


 






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(g)           
If a Mortgage Loan Seller incurs any expense in connection with the curing of a Breach that constitutes a Material Defect,
which also constitutes a default under the related Mortgage Loan and is reimbursable thereunder, such Mortgage Loan Seller shall
have a right, and shall be subrogated to the rights of the Trustee and the Trust under the Mortgage Loan to recover the amount
of such expenses from the related Mortgagor; provided, however, that such Mortgage Loan Seller’s rights pursuant
to this Section 2.03(g) shall be junior, subject and subordinate to the rights of the Trustee, the Certificate Administrator,
the Trust, the Master Servicer and the Special Servicer to recover amounts owed by the related Mortgagor under the terms of such
Mortgage Loan including, without limitation, the rights to recover unreimbursed Advances, accrued and unpaid interest on Advances
at the Reimbursement Rate, fees owed to the Special Servicer, and unpaid or unreimbursed expenses of the Trustee, the Certificate
Administrator, the Trust, the Master Servicer or the Special Servicer allocable to such Mortgage Loan. The Master Servicer or,
with respect to a Specially Serviced Loan, the Special Servicer, shall use reasonable efforts to recover such expenses for such
Mortgage Loan Seller to the extent consistent with the Servicing Standard, but taking into account the subordinate nature of the
reimbursement to the related Mortgage Loan Seller; provided, however, that the Master Servicer or, with respect to
a Specially Serviced Loan, the Special Servicer, determines in the exercise of its sole discretion consistent with the Servicing
Standard that such actions by it will not impair the Master Servicer’s and/or the Special Servicer’s collection or
recovery of principal, interest and other sums due with respect to the related Mortgage Loan that would otherwise be payable to
the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Certificateholders pursuant to the
terms of this Agreement; provided, further, that the Master Servicer or, with respect to a Specially Serviced Loan,
the Special Servicer, may waive the collection of amounts due on behalf of such Mortgage Loan Seller in its sole discretion in
accordance with the Servicing Standard.


 


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


 






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


 


(j)             
With respect to any Crossed Underlying Loan, to the extent that the applicable Mortgage Loan Seller is required to repurchase
or substitute for such Crossed Underlying Loan in the manner prescribed in Section 2.03(h) or Section 2.03(i)
while the Trustee continues to hold any other Crossed Underlying Loans in the related Crossed Mortgage Loan Group, the applicable
Mortgage Loan Seller and the Master Servicer or, with respect to a Specially Serviced Loan, the Special Servicer, on behalf of
the Trustee, as assignee of the Depositor, will, as set forth in the related Mortgage Loan Purchase Agreement, forbear from enforcing
any remedies against the other’s Primary Collateral but each will be permitted to exercise remedies against the Primary Collateral
securing its respective related Mortgage Loans, including with respect to the Trustee, the Primary Collateral securing the Mortgage
Loans still held by the Trustee, so long as such exercise does not materially impair the ability of the other party to exercise
its remedies against its Primary Collateral. If the exercise of the remedies by one party would materially impair the ability of
the other party to exercise its remedies with respect to the Primary Collateral securing the Crossed Underlying Loans held by such
party, then both parties have agreed in the related Mortgage Loan Purchase Agreement to forbear from exercising such remedies until
the Mortgage Loan documents evidencing and securing the relevant Mortgage Loan can be modified in a manner that complies with the
related Mortgage Loan Purchase Agreement to remove the threat of material impairment as a result of the exercise of remedies.


 


(k)           
(i)  In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator that a Mortgage Loan be repurchased by the applicable
Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage Loan and setting forth the basis
for such allegation (a “Certificateholder Repurchase Request”), such party shall promptly forward that Certificateholder
Repurchase Request to the Master Servicer and the Special Servicer. The Master Servicer or the Special Servicer, as applicable,
shall then promptly forward it to the related Mortgage Loan Seller and each other party to this Agreement and take the actions
required under Section 2.03(b). Subject to Section 2.03(l), the Enforcing Servicer shall be the Enforcing
Party with respect to a Certificateholder Repurchase Request.


 


(ii)            
In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator
obtains knowledge of a Material Defect with respect to a Mortgage Loan, that party shall deliver prompt written notice of such


 






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Material
Defect to each other party to this Agreement identifying the applicable Mortgage Loan and setting forth the basis for such allegation
(an “PSA Party Repurchase Request” and, either a Certificateholder Repurchase Request or a PSA Party Repurchase
Request, the “Repurchase Request”) and the Enforcing Servicer will be required to promptly send the PSA Party
Repurchase Request to the related Mortgage Loan Seller. Prior to the occurrence of a Resolution Failure, the Enforcing Servicer
shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to
a PSA Party Repurchase Request. If a Resolution Failure occurs with respect to a PSA Party Repurchase Request, the provisions
described below under Section 2.03(l) shall apply.


 


(iii)           
In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(l) below shall apply.
Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the
related Mortgage Loan Seller.


 


(l)             
(i)  After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether
the Repurchase Request was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing
Servicer shall send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder,
if any, at the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate
Administrator. The Certificate Administrator will be required to make the Proposed Course of Action Notice available to all other
Certificateholders and Certificate Owners (by posting such notice on the Certificate Administrator’s Website) indicating
the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed Course
of Action”). If the Master Servicer is the Enforcing Servicer, the Master Servicer may (but shall not be obligated to)
consult with the Special Servicer regarding any Proposed Course of Action.


 


Such Proposed
Course of Action Notice shall include:


 


(a)       a
request to Certificateholders to indicate their agreement with or dissent from such Proposed Course of Action, by clearly marking
“agree” or “disagree” to the Proposed Course of Action on such notice within thirty (30) days of the date
after such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration,


 


(b)       a
statement that in the event any Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer shall be
compelled to follow (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting
as the Enforcing Party) the course of action agreed to and/or proposed by the majority of the responding Certificateholders that
involves referring the matter to mediation or arbitration, as the case may be, in accordance with the procedures described below
relating to the delivery of Preliminary Dispute Resolution Election Notices and Final Dispute Resolution Election Notices,


 






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(c)       a
statement that the responding Certificateholders will be required to certify their holdings in connection with such response,


 


(d)       a
statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action
will be taken into consideration and


 


(e)       instructions
for the responding Certificateholders to send their responses to the applicable Enforcing Servicer and the Certificate Administrator.


 


Within fifteen
(15) Business Days after the expiration of the 30-day response period, the Certificate Administrator shall tabulate the responses
received from the Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only
count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional
verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related Certificateholder
agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any
questions from the Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s
obligations in connection with this Section 2.03(l) shall be limited solely to tabulating the Certificateholders’
responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed
to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation)
on the Certificate Administrator’s tabulation of the majority of the responding Certificateholders. If (a) the Enforcing
Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise
rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder,
if any, or any other Certificateholder or Certificate Owner wishes to exercise its right to refer the matter to mediation (including
nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further
action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting
Certificateholder, if any, or any other Certificateholder or Certificate Owner does not agree with the dispute resolution method
selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Certificateholder or Certificate
Owner may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”)
within thirty (30) days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website
(the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer the matter to either
mediation (including nonbinding arbitration) or arbitration. In the event that (a) the Enforcing Servicer’s initial Proposed
Course of Action indicated a recommendation to undertake mediation (including nonbinding arbitration) or arbitration, (b) any Certificateholder
or Certificate Owner delivers a Preliminary Dispute Resolution Election Notice and (c) the Enforcing Servicer also received responses
from other Certificateholders or Certificate Owners supporting the Enforcing Servicer’s initial Proposed Course of Action,
such additional responses from other Certificateholders or Certificate Owners shall also be considered Preliminary


 






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Dispute
Resolution Election Notices supporting such Proposed Course of Action for purposes of determining the course of action approved
by the majority of responding Certificateholders.


 


(ii)            
If neither the Initial Requesting Certificateholder, if any, nor any other Certificateholder or Certificate Owner delivers
a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate
Owner shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the
sole party entitled to determine a course of action, including, but not limited to, enforcing the Trust’s rights against
the related Mortgage Loan Seller.


 


For the avoidance
of doubt, no party other than the Enforcing Servicer shall be obligated or entitled to exercise such rights.


 


(iii)          
Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from (a) the Initial Requesting Certificateholder, if any, or (b) any other Certificateholder or Certificate Owner (each of
clauses (a) and (b), a “Requesting Certificateholder” provided that a Holder of a Class
VRR Interest Certificate may not be a Requesting Certificateholder), the Enforcing Servicer shall consult with each Requesting
Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding
arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution
Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims
underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later
than ten (10) Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish
procedures the Enforcing Servicer deems in good faith to be in accordance with the Servicing Standard relating to the timing and
extent of such consultations. No later than five (5) Business Days after completion of the Dispute Resolution Consultation, a Requesting
Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the
matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)         
If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution
Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain
obligated under this Agreement to determine a course of action, including, but not limited to, enforcing the rights of the Trust
with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer
the matter to mediation or arbitration.


 


(v)          
If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer,
then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including
nonbinding arbitration) or arbitration. If there are more than one


 






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Requesting
Certificateholder that timely deliver a Final Dispute Resolution Election Notice, then such Requesting Certificateholders shall
collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders
shall be entitled to make all decisions relating to such mediation or arbitration. If, however, no Requesting Certificateholder
commences arbitration or mediation pursuant to the terms of this Agreement within thirty (30) days after delivery of its Final
Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Certificateholder to act
as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further right to elect to
refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer
shall take no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for
all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such
Material Defect shall not be deemed waived with respect a Requesting Certificateholder, any other Certificateholder or Certificate
Owner or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such party or
that should have been known to such party with the exercise of reasonable diligence at the time when the Proposed Course of Action
Notice is posted on the Certificate Administrator’s Website and (iii) if the Proposed Course of Action Notice had indicated
a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall again become
the Enforcing Party and, as such, shall be the sole party entitled to determine a course of action, including, but not limited
to, enforcing the Trust’s rights against the related Mortgage Loan Seller.


 


For the avoidance
of doubt, no party other than the Enforcing Servicer shall be obligated or entitled to exercise such rights.


 


(vi)          
Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(l)
shall not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation
with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interest
of Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute
of limitations.


 


(vii)         
In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust,
shall remain a party to any proceedings against the related Mortgage Loan Seller as further described below.


 


(viii)        
For the avoidance of doubt, neither the Depositor, the Mortgage Loan Seller with respect to the subject Mortgage Loan nor
any of their respective Affiliates shall be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder,
to act as a Certificateholder for purposes of delivering any Preliminary Dispute Resolution Notice or Final Dispute Resolution
Election Notice or otherwise to vote Certificates owned by it or such Affiliates with respect to a course of action proposed or
undertaken pursuant to the procedures described under this Section 2.03(l).


 






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(m)           
If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:


 


(i)            
The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage
Loan Seller within 30 days of written notice of the Enforcing Party’s selection of mediation (such provider, the “Mediation
Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated
by the Mediation Services Provider.


 


(ii)            
The mediator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation
and either commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions
and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of
at least ten potential mediators by the Mediation Services Provider, each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference. The Mediation Services
Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to
the extent possible.


 


(iii)          
The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within
ten (10) Business Days of the selection of the mediator and to conclude the mediation within sixty (60) days thereafter.


 


(iv)          
The expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the
Enforcing Party and Enforcing Servicer, as mutually agreed by the parties as part of the mediation.


 


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


 


(i)            
The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage
Loan Seller within 30 days of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration
Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”)
promulgated by the Arbitration Services Provider.


 


(ii)           
The arbitrator shall be impartial, an attorney and have at least fifteen (15) years of experience in commercial litigation
and either commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of
at least ten potential arbitrators by the Arbitration Services Provider, each party will have the right to exercise two peremptory
challenges within fourteen (14) days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services
Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to
the extent possible.


 






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(iii)          
Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable
inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)          
After consulting with the parties at an organizational conference held not later than ten (10) Business Days after its appointment,
the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with
the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to
schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal
Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing
and post hearing motions), and shall do so by reasoned decision on the motion of any party to the arbitration.


 


(v)          
Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each
party to the arbitration shall be presumptively limited to the following discovery in the arbitration: (A) the parties shall
reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents
they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party
witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided that the arbitrator
shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines
good cause is shown that such additional discovery is reasonable and necessary.


 


(vi)         
The arbitrator shall make its final determination no later than thirty (30) days after the conclusion of the hearings and
submission of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related
Mortgage Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies
not consistent with those agreements. The arbitrator shall not have the power to award punitive damages or consequential damages
in any arbitration conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution
Election Notice at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration
(including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall
award reasonable attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion.
The determination of the arbitrator shall be by a reasoned decision in writing and counterpart copies shall be promptly delivered
to the parties. The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate
the determination permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)         
By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by
jury.


 


(viii)        
No person may bring a putative or certificated class action to arbitration.


 






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(o)           
The following provisions shall apply to both mediation and third-party arbitration:


 


(i)            
Any mediation or arbitration shall be held in New York, New York unless another location is agreed by all parties;


 


(ii)           
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute
relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider,
then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending
the final decision of the arbitration panel, solely by application in the Southern District if such court shall have subject matter
jurisdiction, or if the Southern District has no jurisdiction, then the Supreme Court of the State of New York for the County of
New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)          
The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in the
course of the parties’ attempt to informally resolve any Repurchase Request, shall be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information shall be kept strictly confidential and shall not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly
notify the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to
the production of its confidential information.


 


(iv)          
In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the
case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a
party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the
Enforcing Party. All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf,
and deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that
in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s
decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible
for any such costs and expenses allocated to the Requesting Certificateholder.


 






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(v)           
In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder is required to pay
any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to
bear in the mediation proceedings.


 


(vi)          
The Trust (or the Trustee or the Enforcing Servicer, acting on its behalf), the Depositor or any Mortgage Loan Seller shall
be permitted to redact any personally identifiable customer information included in any information provided for purposes of any
mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to
the Repurchase Request and the dispute resolution identified in connection with such procedures; provided, however,
that (A) the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent
provided in Section 5.06, (B) to the extent that the Enforcing Servicer is required under Section 2.02
to provide any 15Ga-1 Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include in
such 15Ga-1 Notice the information required pursuant to Section 2.02 and (C) the applicable Mortgage Loan Seller
shall be permitted to disclose information related to the Repurchase Request to the extent necessary to comply with its obligations
under Rule 15Ga-1 or Item 1104 of Regulation AB.


 


(vii)         
For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase
Request to mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with
respect to a Mortgage Loan.


 


(viii)        
Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration
shall be reimbursable as Trust Fund expenses.


 


(p)           
Notwithstanding anything to the contrary herein, with respect to any Joint Mortgage Loan, the obligations of each of the
applicable Mortgage Loan Sellers to repurchase or substitute with respect to a Material Defect with respect to the related Mortgage
Loan shall be limited to a repurchase or substitution with respect to the Mortgage Note it sold to the Depositor in accordance
with the related Mortgage Loan Purchase Agreement. With respect to any Joint Mortgage Loan, any cure by either of the applicable
Mortgage Loan Sellers with respect to the Mortgage Note sold by it to the Depositor in accordance with the related Mortgage Loan
Purchase Agreement that also cures the Material Defect with respect to the entire related Joint Mortgage Loan shall satisfy the
cure obligations of both Mortgage Loan Sellers with respect to such Joint Mortgage Loan.


 


Section 2.04      
Execution of Certificates; Issuance of Lower-Tier Regular Interests. The Trustee hereby acknowledges the assignment
to it of the Mortgage Loans and, subject to Section 2.01 and 2.02, the delivery to the Custodian of the Mortgage
Files and a fully executed original counterpart of each of the Mortgage Loan Purchase Agreements, together with the assignment
to it of all of the other assets included in the Lower-Tier REMIC and the Grantor Trust. Concurrently with such assignment
and delivery, and in exchange for the Mortgage Loans (other than Excess Interest) and the other assets comprising the Lower-Tier
REMIC, receipt of


 






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which
is hereby acknowledged, (i) the Trustee acknowledges the issuance of the Lower-Tier Regular Interests and the Class LR
Interest to the Depositor; (ii) the Trustee acknowledges the creation of the Grantor Trust (as described in Section 2.05
below); (iii) the Trustee acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier
REMIC; and (iv) immediately thereafter, in exchange for the Lower-Tier Regular Interests, the Trustee acknowledges that it
has caused the Certificate Administrator to issue the Class UR Interest and has caused the Certificate Registrar to execute
and caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, the Regular Certificates,
the Class VRR Upper-Tier Regular Interest and the Class R Certificates, and the Depositor hereby acknowledges the receipt
by it or its designees, of such Certificates in authorized Denominations evidencing the entire beneficial ownership of the Upper-Tier
REMIC (and, in the case of the Class R Certificates, the Class LR Interest and the Class UR Interest).


 


The Depositor, as of
the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the
right, title and interest of the Depositor in and to the Class VRR Upper-Tier Regular Interest, the Excess Interest and any other
property constituting the Grantor Trust to the Trustee for the benefit of the Holders of the Grantor Trust Certificates. The Trustee
(i) acknowledges the assignment to it of the Class VRR Interest Specific Grantor Trust Assets and the Class D Specific Grantor
Trust Assets, (ii) declares that it holds and will hold such Class VRR Interest Specific Grantor Trust Assets and such Class D
Specific Grantor Trust Assets in trust for the exclusive use and benefit of all present and future Holders of the Grantor Trust
Certificates, and (iii) has caused to be executed and caused to be authenticated and delivered to or upon the order of the Depositor,
in exchange for the Class VRR Interest Specific Grantor Trust Assets and the Class D Specific Grantor Trust Assets, and the Depositor
hereby acknowledges the receipt by it or its designees of, the Grantor Trust Certificates in authorized Denominations.


 


Section 2.05      
Creation of the Grantor Trust. The portion of the Trust Fund consisting of the Class D Specific Grantor Trust Assets
and the Class VRR Interest Specific Grantor Trust Assets shall be treated as a trust the beneficiaries of which are treated as
the “owners” of such assets under subpart E, part I of subchapter J of the Code.


 


[End of Article II]


 


Article III



ADMINISTRATION AND

SERVICING OF THE TRUST FUND


 


Section 3.01      
The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage
Loans, the Serviced Companion Loans and REO Properties. (a) Each of the Master Servicer and the Special Servicer shall
diligently service and administer the Serviced Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Companion
Loans and the related REO Properties (other than any REO Property related to a Non-Serviced Mortgage Loan) it is obligated to service
in accordance with applicable law, this Agreement and the Mortgage Loan documents on behalf of the Trust and in the best interests
of and for the benefit of the Certificateholders and, in the case of the Serviced


 






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Companion
Loans, the Companion Holders and the Trustee (as holder of the Lower-Tier Regular Interests), as a collective whole, taking into
account the subordinate or pari passu nature of such Companion Loans, as applicable (as determined by the Master Servicer
or the Special Servicer, as the case may be, in its reasonable judgment), in accordance with applicable law, the terms of this
Agreement (and, with respect to each Serviced Whole Loan or any Mortgage Loan with related mezzanine debt, the related Intercreditor
Agreement) and the terms of the respective Mortgage Loans and, if applicable, the related Companion Loan(s), taking into account
the subordinate or pari passu nature of the Companion Loan(s), as applicable. With respect to each Serviced Whole Loan,
in the event of a conflict between this Agreement and the related Intercreditor Agreement, the related Intercreditor Agreement
shall control; provided that in no event shall the Master Servicer or the Special Servicer, as the case may be, take any
action or omit to take any action in accordance with the terms of any Intercreditor Agreement that would cause the Master Servicer
or the Special Servicer, as the case may be, to violate the Servicing Standard or the REMIC Provisions. To the extent consistent
with the foregoing, the Master Servicer and the Special Servicer shall service the Mortgage Loans (other than any Non-Serviced
Mortgage Loan) and the Serviced Companion Loans in accordance with the higher of the following standards of care: (1) in
the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special
Servicer, as the case may be, services and administers similar mortgage loans for other third party portfolios and (2) the
same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services
and administers similar mortgage loans owned by the Master Servicer or the Special Servicer, as the case may be, with a view to
(A) the timely recovery of all payments of principal and interest under the Mortgage Loans or Serviced Whole Loans or (B) in
the case of a Specially Serviced Loan or an REO Property, maximization of recovery of principal and interest on a net present
value basis on such Mortgage Loans and any related Serviced Companion Loans, and the best interests of the Trust and the Certificateholders
(as a collective whole as if such Certificateholders constituted a single lender) (and in the case of any Whole Loan, the best
interests of the Trust, the Certificateholders and any related Companion Holder (as a collective whole as if such Certificateholders
and the holder or holders of the related Companion Loan(s) constituted a single lender), taking into account the subordinate or
pari passu nature of the related Companion Loan(s), as applicable), as determined by the Master Servicer or the Special
Servicer, as the case may be, in its reasonable judgment, in either case giving due consideration to the customary and usual standards
of practice of prudent, institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but
without regard to any conflict of interest arising from: (i) any relationship that the Master Servicer, the Special Servicer
or any Affiliate of the Master Servicer or the Special Servicer may have with any Mortgagor or any Affiliate of such Mortgagor,
any Mortgage Loan Seller or any other parties to this Agreement; (ii) the ownership of any Certificate, Companion Loan, mezzanine
loan, or subordinate debt relating to a Mortgage Loan by the Master Servicer, the Special Servicer or any Affiliate of the Master
Servicer or the Special Servicer, as applicable; (iii) the obligation, if any, of the Master Servicer to make Advances; (iv) the
right of the Master Servicer’s or the Special Servicer’s, as the case may be, or any of its Affiliates to receive
compensation for its services and reimbursement for its costs hereunder or with respect to any particular transaction; (v) the
ownership, servicing or management for others of (a) any Non-Serviced Mortgage Loan and any Non-Serviced Companion Loan or (b)
any other mortgage loans, subordinate debt, mezzanine loans or properties not covered by this Agreement or held by


  



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the Trust by
the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates; (vi) any debt that the Master
Servicer or the Special Servicer, as the case may be, or any of its Affiliates, has extended to any Mortgagor or an Affiliate
of any Mortgagor (including, without limitation, any mezzanine financing); (vii) any option to purchase any Mortgage Loan
or the related Companion Loan(s) the Master Servicer or the Special Servicer, as the case may be, or any of its Affiliates, may
have; and (viii) any obligation of the Master Servicer or the Special Servicer, or any of their respective Affiliates, to
repurchase or substitute for a Mortgage Loan as a Mortgage Loan Seller (if the Master Servicer or the Special Servicer or one
of their respective Affiliates is a Mortgage Loan Seller) (the foregoing, collectively referred to as the “Servicing
Standard”).


 


The Master Servicer and
the Special Servicer shall act in accordance with the Servicing Standard with respect to any action required to be taken regarding
the Non-Serviced Mortgage Loans pursuant to their obligations under this Agreement.


 


Without limiting the
foregoing, subject to Section 3.19, the Special Servicer shall be obligated to service and administer (i) any
Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any related Serviced Companion Loans as to which a Servicing
Transfer Event has occurred and is continuing (each, a “Specially Serviced Loan”) or as otherwise provided herein
with respect to Non-Specially Serviced Loans in connection with any Major Decision and (ii) any REO Properties (other than
the Non-Serviced Mortgaged Properties); provided that the Master Servicer shall continue to receive payments and make
all calculations, and prepare, or cause to be prepared, all reports, required hereunder with respect to the Specially Serviced
Loans, except for the reports specified herein as prepared by the Special Servicer, as if no Servicing Transfer Event had occurred
and with respect to the REO Properties (and the related REO Loans) as if no REO Acquisition had occurred, and to render such services
with respect to such Specially Serviced Loans and REO Properties as are specifically provided for herein; provided, further,
however, that the Master Servicer shall not be liable for failure to comply with such duties insofar as such failure results
from a failure of the Special Servicer to provide sufficient information to the Master Servicer to comply with such duties or failure
by the Special Servicer to otherwise comply with its obligations hereunder. The Master Servicer, in its capacity as Master Servicer,
shall not have any responsibility for the performance by the Special Servicer, in its capacity as Special Servicer, of its duties
under this Agreement. The Special Servicer, in its capacity as Special Servicer, shall not have any responsibility for the performance
by the Master Servicer, in its capacity as Master Servicer, of its duties under this Agreement. Each Mortgage Loan or any related
Serviced Companion Loan that becomes a Specially Serviced Loan shall continue as such until satisfaction of the conditions specified
in Section 3.19(a). Without limiting the foregoing, subject to (i) the processing of any Major Decision by the Special
Servicer in accordance with the terms of this Agreement and (ii)  Section 3.19, the Master Servicer shall be obligated
to service and administer any Non-Specially Serviced Loan or related Serviced Companion Loan. The Special Servicer shall make the
property inspections, use its reasonable efforts to collect the financial statements, budgets, operating statements and rent rolls
and forward to the Master Servicer the reports in respect of the related Mortgaged Properties with respect to Specially Serviced
Loans in accordance with Section 3.12. After notification to the Master Servicer, the Special Servicer may contact
the Mortgagor of any Non-Specially Serviced Loan if efforts by the Master Servicer to collect required financial information
have been unsuccessful or any other issues remain unresolved.


 






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Such
contact shall be coordinated through and with the cooperation of the Master Servicer. No provision herein contained shall be construed
as an express or implied guarantee by the Master Servicer or the Special Servicer of the collectability or recoverability of payments
on the Mortgage Loans or any related Serviced Companion Loan or be construed to impair or adversely affect any rights or benefits
provided by this Agreement to the Master Servicer or the Special Servicer (including with respect to Servicing Fees, Special Servicing
Fees or the right to be reimbursed for Advances and interest accrued thereon). Any provision in this Agreement for any Advance
by the Master Servicer or the Trustee is intended solely to provide liquidity for the benefit of the Certificateholders and not
as credit support or otherwise to impose on any such Person the risk of loss with respect to one or more of the Mortgage Loans
or any related Serviced Companion Loans. No provision hereof shall be construed to impose liability on the Master Servicer or
the Special Servicer for the reason that any recovery to the Certificateholders in respect of a Mortgage Loan at any time after
a determination of present value recovery is less than the amount reflected in such determination.


 


(b)           
Subject only to the Servicing Standard and the terms of this Agreement (including, without limitation, Section 6.08)
and of the respective Mortgage Loans, any related Serviced Companion Loans and any related Intercreditor Agreement, if applicable,
and applicable law, the Master Servicer and the Special Servicer each shall have full power and authority, acting alone or, in
the case of the Master Servicer, subject to Section 3.20, through one or more Sub-Servicers, to do or cause to
be done any and all things in connection with such servicing and administration for which it is responsible which it may deem necessary
or desirable. Without limiting the generality of the foregoing, each of the Master Servicer and the Special Servicer, in its own
name (or in the name of the Trustee and, if applicable, the related Serviced Companion Noteholder), is hereby authorized and empowered
by the Trustee to execute and deliver, on behalf of the Certificateholders (and, with respect to a Serviced Companion Loan, the
related Serviced Companion Noteholder) and the Trustee or any of them, with respect to each Mortgage Loan and any related Serviced
Companion Loan, it is obligated to service under this Agreement: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien created by the related Mortgage or other security document in
the related Mortgage File on the related Mortgaged Property and related collateral, and shall, from time to time, execute and/or
deliver such financing statements, continuation statements and other documents or instruments as necessary to maintain the lien
created by the related Mortgage or other security document in the related Mortgage File on the related Mortgaged Property and related
collateral; (ii) subject to Sections 3.08, 3.18 and 6.08, any and all modifications, waivers, amendments
or consents to, under or with respect to any documents contained in the related Mortgage File; (iii) any and all instruments
of satisfaction or cancellation, pledge agreements and other documents in connection with a defeasance, or of partial or full release
or discharge, and all other comparable instruments; and (iv) any or all complaints or other pleadings to initiate and/or to
terminate any action, suit or proceeding on behalf of the Trust (in their representative capacities (except as set forth below
in this paragraph). The Master Servicer (with respect to Non-Specially Serviced Loans) and the Special Servicer (with respect to
Specially Serviced Loans) shall provide to the Mortgagor related to such Mortgage Loans that it is servicing any reports required
to be provided to them pursuant to the related Mortgage Loan documents. Subject to Section 3.10, the Trustee shall
(i) on the Closing Date, furnish to the Master Servicer and the Special Servicer original powers of attorney in the form of
Exhibit R-1 or Exhibit R-2 attached hereto (or such other form as mutually agreed to by


 






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


 


(c)            
To the extent the Master Servicer is permitted pursuant to the terms of the related Mortgage Loan documents or Companion
Loan documents (including any related Intercreditor Agreement) to exercise its discretion with respect to any action which requires
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25), the Master Servicer
shall require the costs of such Rating Agency Confirmation to be borne by the related Mortgagor. To the extent the terms of the
related Mortgage Loan documents or Companion Loan documents (including any related Intercreditor Agreement) require the Mortgagor
to bear the costs of any Rating Agency Confirmation or confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), the Master Servicer shall not waive the requirement that such costs and expenses be borne by the
related Mortgagor. To the extent that the terms of the related Mortgage Loan documents or Companion Loan documents (including
any related Intercreditor Agreement) are silent as to who bears the costs of any Rating Agency Confirmation or confirmation of
any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may
be 


 






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considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25), the Master Servicer shall use reasonable efforts to have the Mortgagor bear such costs and expenses.
The Master Servicer shall not be responsible for the payment of such costs and expenses out of pocket other than as a Servicing
Advance.


 


(d)           
The relationship of each of the Master Servicer and the Special Servicer to the Trustee under this Agreement is intended
by the parties to be that of an independent contractor and not that of a joint venturer, partner or agent.


 


(e)           
The Master Servicer shall, to the extent permitted by the related Mortgage Loan documents or any related Companion Loan
documents, and consistent with the Servicing Standard, permit Escrow Payments to be invested only in Permitted Investments.


 


(f)            
Within sixty (60) days (or such shorter time period as is required by the terms of the applicable Mortgage Loan documents)
after the later of (i) the receipt thereof by the Master Servicer and (ii) the Closing Date, (x) the applicable
Mortgage Loan Seller pursuant to the Mortgage Loan Purchase Agreement shall notify each provider of a letter of credit for each
Mortgage Loan identified as having a letter of credit on the Mortgage Loan Schedule, that the Master Servicer (in care of the Trustee,
as titled in Section 2.01(b)) for the benefit of the Certificateholders and any related Companion Holders shall be
the beneficiary under each such letter of credit and (y) the Master Servicer shall notify each lessor under a Ground Lease
for each Mortgage Loan identified as subject to a leasehold interest on the Mortgage Loan Schedule, that the Trust is the leasehold
mortgagee, that any notices of default under such Ground Lease that are required to be delivered to the leasehold mortgagee pursuant
to the terms of such Ground Lease shall be delivered to the Master Servicer (who shall forward such notices to the Special Servicer)
and that the Master Servicer or the Special Servicer shall service the related Mortgage Loan for the benefit of the Certificateholders.
If a letter of credit is required to be drawn upon earlier than the date the applicable Mortgage Loan Seller has notified the provider
of such letter of credit pursuant to clause (x) of the immediately preceding sentence, such Mortgage Loan Seller shall
cooperate with the reasonable requests of the Master Servicer or the Special Servicer in connection with making a draw under such
letter of credit. If the Mortgage Loan documents do not require the related Mortgagor to pay any costs and expenses relating to
any modifications to or assignment of the related letter of credit, then the applicable Mortgage Loan Seller shall pay such costs
and expenses as and to the extent required under the applicable Mortgage Loan Purchase Agreement. If the Mortgage Loan documents
require the related Mortgagor to pay any costs and expenses relating to any modifications to the related letter of credit, and
such Mortgagor fails to pay such costs and expenses after the Master Servicer has exercised reasonable efforts to collect such
costs and expenses from such Mortgagor, then the Master Servicer shall give the applicable Mortgage Loan Seller notice of such
failure and the amount of costs and expenses, and such Mortgage Loan Seller shall pay such costs and expenses as and to the extent
required under the applicable Mortgage Loan Purchase Agreement. The costs and expenses of any modifications to Ground Leases shall
be paid by the related Mortgagor. Neither the Master Servicer nor the Special Servicer shall have any liability for the failure
of any Mortgage Loan Seller to perform its obligations under the related Mortgage Loan Purchase Agreement.


 






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(g)           
Notwithstanding anything herein to the contrary, in no event shall the Master Servicer (or the Trustee, as applicable) make
an Advance with respect to any Companion Loan to the extent the related Serviced Mortgage Loan has been paid in full or is no longer
included in the Trust Fund.


 


(h)           
Servicing and administration of each Serviced Companion Loan shall continue hereunder and in accordance with the related
Intercreditor Agreement for so long as the corresponding Serviced Mortgage Loan or any related REO Property is part of the Trust
Fund or for such longer period as is contemplated by the related Intercreditor Agreement and as any amounts payable by the related
Companion Holder to or for the benefit of the Trust or any party hereto, or payable to the related Companion Holder, in accordance
with the related Intercreditor Agreement remain due and owing.


 


(i)             
The Special Servicer agrees that upon the occurrence of a Servicing Transfer Event with respect to any Mortgage Loan or
Serviced Whole Loan, that is subject to or becomes subject to an Intercreditor Agreement in the future, it shall, subject to Section 3.19,
use commercially reasonable efforts to enforce, on behalf of the Trust, subject to the Servicing Standard and to the extent the
Special Servicer determines such action is in the best interests of the Trust, all rights conveyed to the Trustee pursuant to any
such Intercreditor Agreement. The costs and expenses incurred by the Special Servicer in connection with such enforcement shall
be paid as a Trust Fund expense or, subject to the terms of the applicable Intercreditor Agreement, with respect to any Serviced
Pari Passu Whole Loan, pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion Loan(s),
in accordance with the respective Stated Principal Balances of the related Serviced Pari Passu Mortgage Loan and Serviced Pari
Passu Companion Loan(s) or (ii) with respect to any Serviced AB Whole Loan, first, by the related AB Subordinate Companion
Loan and then, pro rata and pari passu, by the Trust and the related Serviced Pari Passu Companion Loan (if
any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu
Companion Loan(s).


 


(j)             
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that, to the extent required under
the related Intercreditor Agreement, the servicing and administration of a Serviced Whole Loan shall continue hereunder (but not
with respect to making Advances) even if the related Serviced Mortgage Loan is no longer part of the Trust Fund, until such time
as a separate servicing agreement is entered into in accordance with the related Intercreditor Agreement (it being acknowledged
that neither the Master Servicer nor the Special Servicer shall be obligated under a separate agreement to which it is not a party);
provided that, other than pursuant to Section 6.04 (and, with respect to Section 6.04, solely with
respect to claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees and expenses incurred in connection with a legal claim or action resulting from an action or inaction taken or
not taken while the related Serviced Mortgage Loan was part of the Trust Fund (including any such fees and costs relating to enforcing
this indemnity)), no costs, expenses, losses or fees accruing with respect to such Serviced Whole Loan on and after the date the
related Serviced Mortgage Loan is no longer part of the Trust Fund shall be payable out of the Trust Fund and the Master Servicer
shall have no obligation to make any Advance on or after the date such Serviced Mortgage Loan ceases to be part of the Trust Fund;
provided, further, however, that if, in the case of any Serviced Whole


  



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Loan,
the related Serviced Companion Loans continue to be included in Other Securitizations, then for so long as a separate servicing
agreement (pursuant to the related Intercreditor Agreement) has not been entered into, the Master Servicer shall inform the related
Other Servicer of any need to make Servicing Advances with respect to a Serviced Whole Loan within three (3) Business Days of
determining that such an Advance is necessary or being notified that such an Advance is necessary, or in the case of a Servicing
Advance that needs to be made on an emergency or urgent basis, within one (1) Business Day. With respect to Servicing Advances
made by any Other Servicer as contemplated in the second proviso to the preceding sentence, the Master Servicer shall, from collections
on the related Serviced Whole Loan (but never out of general collections on the Mortgage Loans and REO Properties) received by
the Master Servicer, reimburse the Other Servicer for such Servicing Advances in the same manner and on the same level of priority
as if such Servicing Advances had been made by the Master Servicer hereunder.


 


(k)           
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Non-Serviced Mortgage Loan are limited by and subject to the terms of the related Non-Serviced
Intercreditor Agreement and the rights of the related Non-Serviced Master Servicer and Non-Serviced Special Servicer with
respect thereto under the related Non-Serviced PSA. The Master Servicer (or, with respect to any Specially Serviced Loan, the Special
Servicer) shall use reasonable efforts consistent with the Servicing Standards to enforce the rights of the Trustee (as holder
of a Non-Serviced Mortgage Loan) under the related Non-Serviced Intercreditor Agreement and Non-Serviced PSA.


 


(l)            
The parties hereto acknowledge that each Non-Serviced Mortgage Loan is subject to the terms and conditions of the related
Non-Serviced Intercreditor Agreement and further acknowledge that, pursuant to the related Non-Serviced Intercreditor Agreement,
(i) the related Non-Serviced Mortgage Loan is to be serviced and administered by the related Non-Serviced Master Servicer
and Non-Serviced Special Servicer in accordance with the related Non-Serviced PSA, and (ii) in the event that (A) the
related Non-Serviced Companion Loan is no longer part of the Trust Fund created by the related Non-Serviced PSA and (B) the
related Non-Serviced Mortgage Loan is included in the Trust Fund, then, as set forth in the related Non-Serviced Intercreditor
Agreement, the related Non-Serviced Whole Loan shall continue to be serviced in accordance with the related Non-Serviced PSA,
until such time as a new servicing agreement has been agreed to by the parties to the related Non-Serviced Intercreditor Agreement
in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies that such new servicing
agreement would not result in a downgrade, qualification or withdrawal of the then-current ratings of any Class of Certificates
then outstanding.


 


(m)         
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s
and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to a Serviced Whole Loan are limited by, and subject to, the terms of the related Intercreditor Agreement.
The Master Servicer (or, if a Serviced Whole Loan becomes a Specially Serviced Loan, the Special Servicer) shall use reasonable
efforts consistent with the Servicing Standard to obtain the benefits of the rights of the Trust (as holder of the related


 






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Serviced
Mortgage Loan) under the related Intercreditor Agreement. In the event of any conflict between this Agreement and the related
Intercreditor Agreement, the provisions of the related Intercreditor Agreement shall control.


 


(n)           
Subject to Section 11.15 of this Agreement, in connection with the securitization of any of the Serviced Pari
Passu Companion Loans, each of the Master Servicer, the Special Servicer (if such Serviced Companion Loan is a Specially Serviced
Loan) and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Serviced Companion Noteholder in attempting
to cause the related Mortgagor to provide information relating to such Whole Loan and the related notes, and that such holder reasonably
determines to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.


 


Section 3.02      
Collection of Mortgage Loan Payments. (a)  Each of the Master Servicer and the Special Servicer shall make
reasonable efforts consistent with the Servicing Standard to collect all payments called for under the terms and provisions of
the Mortgage Loans and the Companion Loans it is obligated to service hereunder, and shall follow such collection procedures as
are consistent with this Agreement (including, without limitation, the Servicing Standard); provided that with respect to
each Mortgage Loan that has an Anticipated Repayment Date, so long as the related Mortgagor is in compliance with each provision
of the related Mortgage Loan documents, the Master Servicer and the Special Servicer shall not take any enforcement action with
respect to the failure of the related Mortgagor to make any payment of Excess Interest, other than requests for collection, until
the Maturity Date of the related Mortgage Loan or until the outstanding principal balance of such Mortgage Loan (exclusive of any
portion representing accrued Excess Interest) has been paid in full); provided, further that the Master Servicer
or the Special Servicer, as the case may be, may take action to enforce the Trust’s right to apply excess cash flow to principal
in accordance with the terms of the Mortgage Loan documents. The Master Servicer or the Special Servicer, as applicable, may in
its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan that it
is obligated to service hereunder three (3) times during any period of twenty-four (24) consecutive months with respect to
any Mortgage Loan or Serviced Companion Loan; provided that the Master Servicer or the Special Servicer, as applicable,
may in its discretion waive any Penalty Charge in connection with any delinquent payment on a Mortgage Loan or Companion Loan one
additional time in such 24-month period so long as with respect to any of the foregoing waivers, no Advance or additional expense
of the Trust has been incurred and remains unreimbursed to the Trust with respect to such Mortgage Loan or Companion Loan.


 


(b)           
(i)  All amounts collected by or on behalf of the Trust in respect of a Mortgage Loan shall be applied to amounts
due and owing under the Mortgage Loan documents (including for principal and accrued and unpaid interest) in accordance with the
express provisions of the Mortgage Loan documents; provided, however, that absent express provisions in the related
Mortgage Loan documents (including any related Intercreditor Agreement), all amounts collected by or on behalf of the Trust in
respect of a Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds or Insurance and Condemnation
Proceeds under the Mortgage Loan (in the case of each Serviced Whole Loan, exclusive of any amounts payable to the holder or holders
of the related Companion Loan(s) pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 






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first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan
and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid additional trust fund
expenses of the Trust;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on such Mortgage Loan (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) unpaid
interest accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below on
earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (i) of this clause third that
either (A)(x) was not advanced because of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan
that have occurred in connection with related Appraisal Reduction Amounts or (y) with respect to any accrued and unpaid interest
that was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, is interest that
(absent such determination of nonrecoverability preventing such P&I Advance from being made) would not have been advanced because
of the reductions in the amount of related P&I Advances for such Mortgage Loan that would have occurred in connection with
related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage Rate on the portion of the Stated Principal Balance
of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I
Advance was made;


 


fourth,
to the extent not previously allocated pursuant to clause first or second, as a recovery of principal of such Mortgage
Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the Mortgage
Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


fifth,
as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent
of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related
Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination that such P&I
Advance would have been a Nonrecoverable Advance, plus (B) any unpaid interest that accrued at the related Net Mortgage Rate on
the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from
time to time and as to which no P&I Advance was made (to the extent collections have not been allocated as recovery of accrued
and unpaid interest pursuant to this clause fifth on earlier dates);


 






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sixth,
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


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


 


eighth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


ninth,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


tenth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


eleventh,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable accrued and unpaid Excess Interest;


 


twelfth,
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


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


 


provided that to the extent required
under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related
Mortgage Loan documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation)
at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan, as applicable, exceeds 125%, or would
exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going
concern value, if any) must be collected and allocated to reduce the principal balance of the Mortgage Loan or Serviced Whole Loan
in the manner required by the REMIC Provisions; provided, further, that if a Non-Serviced Mortgage Loan and any
related Non-Serviced Companion Loan comprising a Non-Serviced Whole Loan become REO Loans, the treatment of the foregoing
amounts with respect to such Non-Serviced Whole Loan shall be subject to the terms of the related Non-Serviced Intercreditor
Agreement and Non-Serviced PSA, in that order; provided, further, that with respect to each Mortgage Loan related
to a Serviced Whole Loan, amounts collected with respect to the related Serviced Whole Loan shall be allocated first pursuant to
the terms of the related Intercreditor Agreement and then, any amounts allocated to the related Serviced Mortgage Loan shall be
subject to application as described above.


 


(ii)            
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of the amounts to be allocated to the
payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, in the case of each Serviced
Whole Loan, exclusive of any amounts payable to the holder or holders of


 






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the
related Companion Loan(s) pursuant to the related Intercreditor Agreement) shall be applied in the following order of priority:


 


first,
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan and interest at the Reimbursement Rate on all Advances and, if applicable, unreimbursed and unpaid additional trust fund expenses
of the Trust with respect to such Mortgage Loan;


 


second,
as a recovery of Nonrecoverable Advances and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent
previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition
of Principal Distribution Amount);


 


third,
to the extent not previously so allocated pursuant to clause first or second above, as a recovery of accrued and
unpaid interest on such Mortgage Loan (exclusive of default interest and Excess Interest) to the extent of the excess of (i) unpaid
interest accrued on such Mortgage Loan at the related Mortgage Rate in effect from time to time through the end of the applicable
mortgage interest accrual period, over (ii) after taking into account any allocations pursuant to clause fifth below or
clause fifth of the prior paragraph on earlier dates, the aggregate portion of the accrued and unpaid interest described
in subclause (i) of this clause third that either (A)(x) was not advanced because of the reductions (if any) in the amount
of related P&I Advances for such Mortgage Loan that have occurred in connection with related Appraisal Reduction Amounts or
(y) with respect to any accrued and unpaid interest that was not advanced due to a determination that the related P&I Advance
would be a Nonrecoverable Advance, is interest that (absent such determination of nonrecoverability preventing such P&I Advance
from being made) would not have been advanced because of the reductions in the amount of related P&I Advances for such Mortgage
Loan that would have occurred in connection with related Appraisal Reduction Amounts or (B) accrued at the related Net Mortgage
Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in
effect from time to time and as to which no P&I Advance was made;


 


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


 


fifth,
as a recovery of accrued and unpaid interest (exclusive of default interest and Excess Interest) on such Mortgage Loan to the extent
of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage
Loan that have occurred in connection with related Appraisal Reduction Amounts or would have occurred in connection with related
Appraisal Reduction Amounts but for such P&I Advance not having been made as a result of a determination that such P&I
Advance would have been a Nonrecoverable Advance, plus (B) any unpaid interest that accrued at the related Net Mortgage Rate on
the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect from
time to time and as to which no P&I Advance was made (to the


 






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extent
collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause fifth or clause
fifth of the prior paragraph on earlier dates);


 


sixth,
as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


 


seventh,
as a recovery of any late payment charges and default interest then due and owing under such Mortgage Loan;


 


eighth,
as a recovery of any assumption fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


ninth,
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable, accrued and unpaid Excess Interest; and


 


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


 


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


 


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


 


(c)            
To the extent consistent with the terms of the Mortgage Loans (and, with respect to each Serviced Whole Loan, the related
Serviced Companion Loan(s), as applicable, and the related Intercreditor Agreement) and applicable law, the Master Servicer shall
apply all Insurance and Condemnation Proceeds it receives on a day other than the Due Date to amounts due and owing under the related
Mortgage Loan or Companion Loan(s) as if such Insurance and Condemnation Proceeds were received on the Due Date immediately succeeding
the month in which Insurance and Condemnation Proceeds were received and otherwise in accordance with Section 3.02(b)(ii)
above.


 


(d)           
In the event that the Master Servicer or the Special Servicer receives Excess Interest prior to the Determination Date for
any Collection Period, or receives notice


 






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from
the related Mortgagor that the Master Servicer or the Special Servicer will be receiving Excess Interest prior to the Determination
Date for any Collection Period, the Master Servicer or the Special Servicer, as the case may be, shall notify the Trustee and
Certificate Administrator two (2) Business Days prior to the related Distribution Date. None of the Master Servicer, the Special
Servicer, the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any
such Excess Interest or prepayment penalty. The preceding statements shall not, however, be construed to limit the provisions
of Section 3.02(a).


 


(e)            
With respect to any Mortgage Loan in connection with which the Mortgagor was required to escrow funds or to post a letter
of credit related to obtaining certain performance objectives described in the applicable Mortgage Loan documents, the Master Servicer
shall, to the extent consistent with the Servicing Standard, hold such escrows, letters of credit and proceeds thereof as additional
collateral and not apply such items to reduce the principal balance of such Mortgage Loan or Serviced Companion Loan(s), unless
otherwise required to do so pursuant to the applicable Mortgage Loan documents, applicable law or court order.


 


(f)            
Promptly following the Closing Date and, with respect to any Servicing Shift Mortgage Loan, promptly following receipt of
notice of the related Servicing Shift Securitization Date, in the case of any Non-Serviced Whole Loan, the Certificate Administrator
shall send written notice (in the form attached hereto as Exhibit T) to the related Non-Serviced Master Servicer
(with a copy to any other applicable party set forth on the schedule of addresses to Exhibit T) stating that, as of such
date, the Trustee is the holder of the related Non-Serviced Mortgage Loan and directing such Non-Serviced Master Servicer
to remit to the Master Servicer all amounts payable to, and to forward, deliver or otherwise make available, as the case may be,
to the Master Servicer all reports, statements, documents, communications and other information that are to be forwarded, delivered
or otherwise made available to, the holder of such Non-Serviced Mortgage Loan under the related Non-Serviced Intercreditor
Agreement and the related Non-Serviced PSA. The Master Servicer shall, within two (2) Business Days of receipt of available and
properly identified funds, deposit into the Collection Account all amounts received with respect to the related Non-Serviced
Mortgage Loan, the related Non-Serviced Mortgaged Property or any related REO Property.


 


Section 3.03      
Collection of Taxes, Assessments and Similar Items; Servicing Accounts. (a)  The Master Servicer shall
establish and maintain one or more accounts (the “Servicing Accounts”), into which all Escrow Payments shall
be deposited and retained, and shall administer such Servicing Accounts in accordance with the Mortgage Loan documents and, if
applicable, the Companion Loan documents. Any Servicing Account related to a Serviced Whole Loan shall be held for the benefit
of the Certificateholders and the related Serviced Companion Noteholder collectively, but this shall not be construed to modify
respective interests of either noteholder therein as set forth in the related Intercreditor Agreement. Amounts on deposit in Servicing
Accounts may only be invested in accordance with the terms of the related Mortgage Loan documents and Companion Loan documents,
as applicable, or in Permitted Investments in accordance with the provisions of Section 3.06. Servicing Accounts shall
be Eligible Accounts to the extent permitted by the terms of the related Mortgage Loan documents. Withdrawals of amounts so deposited
from a Servicing Account may be made only to: (i) effect payment of items for which Escrow Payments were collected and comparable
items;


 






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(ii) reimburse
the Trustee and then the Master Servicer, if applicable, for any Servicing Advances; (iii) refund to Mortgagors any sums
as may be determined to be overages; (iv) pay interest to Mortgagors on balances in the Servicing Account, if required by
applicable law or the terms of the related Mortgage Loan or Companion Loan as described below or, if not so required, to the Master
Servicer; (v) after the occurrence of an event of default under the related Mortgage Loan or Companion Loan, apply amounts
to the indebtedness under the applicable Mortgage Loan or Companion Loan; (vi) withdraw amounts deposited in error; (vii) pay
Penalty Charges to the extent permitted by the related Mortgage Loan documents; or (viii) clear and terminate the Servicing
Account at the termination of this Agreement in accordance with Section 9.01. As part of its servicing duties, the
Master Servicer shall pay or cause to be paid to the Mortgagors interest on funds in Servicing Accounts, to the extent required
by law or the terms of the related Mortgage Loan or Companion Loan; provided, however, that in no event shall the
Master Servicer be required to remit to any Mortgagor any amounts in excess of actual net investment income or funds in the related
Servicing Account. If allowed by the related Mortgage Loan documents and applicable law, the Master Servicer may charge the related
Mortgagor an administrative fee for maintenance of the Servicing Accounts.


 


(b)           
The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced Mortgage Loan), and
the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan), and each Serviced Companion
Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of real estate taxes,
assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents
payable in respect thereof. The Special Servicer, in the case of REO Loans (other than any REO Loan succeeding a Non-Serviced
Mortgage Loan), and the Master Servicer, in the case of all other Mortgage Loans (other than a Non-Serviced Mortgage Loan)
and each Serviced Companion Loan, shall use reasonable efforts consistent with the Servicing Standard to obtain, from time to time,
all bills for the payment of such items (including renewal premiums) and shall effect payment thereof from the REO Account or by
the Master Servicer as Servicing Advances prior to the applicable penalty or termination date and, in any event, prior to the institution
of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items, employing for
such purpose Escrow Payments (which shall be so applied by the Master Servicer at the written direction of the Special Servicer
in the case of REO Loans) as allowed under the terms of the related Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and Companion Loan(s). Other than with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall service and administer
any reserve accounts (including monitoring, maintaining or changing the amounts of required escrows) in accordance with the terms
of such Mortgage Loan and the related Serviced Companion Loan(s), as applicable, and the Servicing Standard. To the extent that
a Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Companion Loan, as applicable, does not require a
Mortgagor to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar
items, the Special Servicer, in the case of REO Loans, and the Master Servicer, in the case of all other Mortgage Loans or Companion
Loans, as applicable, that it is responsible for servicing hereunder, shall use reasonable efforts consistent with the Servicing
Standard to cause the Mortgagor to comply with its obligation to make payments in respect of such items at the time they first
become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged
Property for nonpayment of such items.


 






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(c)            
In accordance with the Servicing Standard and for each Mortgage Loan (other than any Non-Serviced Mortgage Loans) and
each Serviced Whole Loan, as applicable, the Master Servicer shall advance all such funds as are necessary for the purpose of effecting
the payment of (i) real estate taxes, assessments and other similar items that are or may become a lien thereon, (ii) ground
rents (if applicable) and (iii) premiums on Insurance Policies, in each instance if and to the extent Escrow Payments collected
from the related Mortgagor (or related REO Revenues, if applicable) are insufficient to pay such item when due and the related
Mortgagor has failed to pay such item on a timely basis, and provided, however, that the particular advance would
not, if made, constitute a Nonrecoverable Servicing Advance and provided, further, however, that with respect
to the payment of taxes and assessments, the Master Servicer shall not be required to make such advance until the later of (i) five
(5) Business Days after the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may
be, has received confirmation that such item has not been paid and (ii) the date prior to the date after which any penalty
or interest would accrue in respect of such taxes or assessments. The Special Servicer shall give the Master Servicer and the Trustee
no less than five (5) Business Days’ written (facsimile or electronic) notice before the date on which the Master Servicer
is requested to make any Servicing Advance with respect to a given Specially Serviced Loan or REO Property; provided, however,
that only two (2) Business Days’ written (facsimile or electronic) notice shall be required in respect of Servicing Advances
required to be made on an emergency or urgent basis; provided, further, that the Special Servicer shall not be entitled
to make such a request (other than for Servicing Advances required to be made on an urgent or emergency basis) more frequently
than once per calendar month (although such request may relate to more than one Servicing Advance). The Master Servicer may pay
the aggregate amount of such Servicing Advances listed on a monthly request to the Special Servicer, in which case the Special
Servicer shall remit such Servicing Advances to the ultimate payees. The Special Servicer shall have no obligation to make any
Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special
Servicer may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer a request
for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s possession
regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated,
out of such Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances (other
than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof, together with interest thereon
at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying
payment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the preceding sentence
by wire transfer of immediately available funds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s
reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in
accordance with this Section 3.03, the Master Servicer shall for all purposes of this Agreement be deemed to have made
such Servicing Advance at the same time as the Special Servicer actually made such Servicing Advance, and accordingly, the Master
Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate,
at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had
actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the


 






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foregoing
provisions of this Section 3.03(c), the Master Servicer shall not be required to reimburse the Special Servicer out
of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines
in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable
Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing
of such determination and, if applicable, such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer
pursuant to Section 3.05 of this Agreement.


 


Any request by the Special
Servicer that the Master Servicer make a Servicing Advance shall be deemed to be a determination by the Special Servicer that such
requested Servicing Advance is not a Nonrecoverable Servicing Advance, and the Master Servicer shall be entitled to conclusively
rely on such determination, provided that the determination shall not be binding on the Master Servicer or Trustee. On the
first Business Day after the Determination Date for the related Distribution Date, the Special Servicer shall report to the Master
Servicer if the Special Servicer determines any Servicing Advance previously made by the Master Servicer with respect to a Specially
Serviced Loan or REO Loan is a Nonrecoverable Servicing Advance. The Master Servicer shall be entitled to conclusively rely on
such a determination, and such determination shall be binding upon the Master Servicer, but shall in no way limit the ability of
the Master Servicer in the absence of such determination to make its own determination that any Advance is a Nonrecoverable Advance.
If the Special Servicer makes a determination that only a portion of, and not all of, any previously made or proposed Servicing
Advance is a Nonrecoverable Advance, the Master Servicer shall have the right to make its own subsequent determination that any
remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Advance. All such Advances shall
be reimbursable in the first instance from related collections from the Mortgagors and further as provided in Section 3.05(a).
No costs incurred by the Master Servicer or the Special Servicer in effecting the payment of real estate taxes, assessments and,
if applicable, ground rents on or in respect of the Mortgaged Properties shall, for purposes hereof, including, without limitation,
the Certificate Administrator’s calculation of monthly distributions to Certificateholders, be added to the unpaid principal
balances of the related Mortgage Loans or any related Serviced Companion Loan, if applicable, notwithstanding that the terms of
such Mortgage Loans or related Serviced Companion Loan, if applicable, so permit. If the Master Servicer fails to make any required
Servicing Advance as and when due (including any applicable cure periods), to the extent the Trustee has actual knowledge of such
failure, the Trustee shall make such Servicing Advance pursuant to Section 7.05. Notwithstanding anything herein to
the contrary, no Servicing Advance shall be required hereunder if such Servicing Advance would, if made, constitute a Nonrecoverable
Servicing Advance. In addition, the Master Servicer shall consider Unliquidated Advances in respect of prior Servicing Advances
for purposes of nonrecoverability determinations. The Special Servicer shall have no obligation to make any Servicing Advances
under this Agreement.


 


Notwithstanding anything
to the contrary contained in this Section 3.03(c), the Master Servicer may in its good faith judgment elect (but shall
not be required unless directed by the Special Servicer with respect to Specially Serviced Loans and REO Loans) to make a payment
from amounts on deposit in the Collection Account (or any Companion Distribution Account maintained as a subaccount thereof by
a Companion Paying Agent, if applicable)


 






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(which
shall be deemed first made from amounts distributable as principal and then from all other amounts comprising general
collections) to pay for certain expenses set forth below notwithstanding that the Master Servicer (or Special Servicer, as applicable)
has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless,
with respect to Specially Serviced Loans or REO Loans, the Special Servicer has notified the Master Servicer to not make such
expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being
sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the
loss of any security for the related Mortgage Loan or Serviced Companion Loan(s); provided that in each instance, the Master
Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (as evidenced by an Officer’s
Certificate delivered to the Trustee) that making such expenditure is in the best interest of the Certificateholders (and, if
applicable, the Companion Holders), all as a collective whole (taking into account the subordinate or pari passu nature
of any Companion Loans, as applicable). The Master Servicer or Trustee may elect to obtain reimbursement of Nonrecoverable Servicing
Advances from the Trust pursuant to the terms of Section 3.17(c). The parties acknowledge that pursuant to the applicable
Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make servicing advances with respect to the
related Non-Serviced Whole Loan. The applicable Non-Serviced Master Servicer shall be entitled to reimbursement for Nonrecoverable
Servicing Advances with respect to such Non-Serviced Whole Loan (with, in each case, any accrued and unpaid interest thereon
provided for under the applicable Non-Serviced PSA) in the manner set forth in the applicable Non-Serviced PSA and the applicable
Non-Serviced Intercreditor Agreement.


 


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


 






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(e)            
To the extent an operations and maintenance plan is required to be established and executed pursuant to the terms of a Mortgage
Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from the Mortgagor written confirmation thereof
within a reasonable time after the later of the Closing Date and the date as of which such plan is required to be established or
completed. To the extent any repairs, capital improvements, actions or remediations are required to have been taken or completed
pursuant to the terms of the Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall request from
the Mortgagor written confirmation of such actions and remediations within a reasonable time after the later of the Closing Date
and the date as of which such action or remediations are required to be or to have been taken or completed. To the extent a Mortgagor
shall fail to promptly respond to any inquiry described in this Section 3.03(e), the Master Servicer shall report any
such failure to the Special Servicer within a reasonable time after the date as of which such actions or remediations are required
to be or to have been taken or completed.


 


Section 3.04      
The Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account,
the Companion Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale
Reserve Account and the VRR Certificate Gain-on-Sale Reserve Account. (a)  The Master Servicer shall establish
and maintain, or cause to be established and maintained, a Collection Account in which the Master Servicer shall deposit or cause
to be deposited and in no event later than the second Business Day following receipt of properly identified funds (in the case
of payments by Mortgagors or other collections on the Mortgage Loans or Companion Loans), except as otherwise specifically provided
herein, the following payments and collections received or made by or on behalf of it subsequent to the Cut-off Date (other
than in respect of principal and interest on the Mortgage Loans or Companion Loans due and payable on or before the Cut-off
Date, which payments shall be delivered promptly to the appropriate Mortgage Loan Seller or its respective designee and other than
any amounts received from Mortgagors which are received in connection with the purchase of defeasance collateral), or payments
(other than Principal Prepayments) received by it on or prior to the Cut-off Date but allocable to a period subsequent thereto:


 


(i)            
all payments on account of principal, including Principal Prepayments on the Mortgage Loans or principal prepayments on
Serviced Companion Loans;


 


(ii)           
all payments on account of interest on the Mortgage Loans or the Serviced Companion Loans, including Excess Interest, Prepayment
Premiums, Yield Maintenance Charges and Default Interest;


 


(iii)          
late payment charges and other Penalty Charges to the extent required to offset interest on Advances and additional expenses
of the Trust (other than Special Servicing Fees, Workout Fees or Liquidation Fees) as required by Section 3.11(d);


 


(iv)          
all Insurance and Condemnation Proceeds and Liquidation Proceeds (other than Gain-on-Sale Proceeds or Non-Serviced Gain-on-Sale
Proceeds) received in respect of any Mortgage Loan, Serviced Companion Loan or REO Property (any proceeds that are received in
connection with the purchase, if any, of a Serviced Pari Passu Companion Loan from a securitization by the related mortgage loan
seller, which shall be paid


 






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directly
to the servicer of such securitization) together with any recovery of Unliquidated Advances in respect of the related Mortgage
Loans;


 


(v)          
any amounts required to be transferred from the REO Account pursuant to Section 3.14(c);


 


(vi)          
any amounts required to be deposited by the Master Servicer pursuant to Section 3.06 in connection with losses
incurred with respect to Permitted Investments of funds held in the Collection Account; and


 


(vii)         
any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.07(b)
in connection with losses resulting from a deductible clause in a blanket hazard or master single interest policy.


 


Notwithstanding the foregoing
requirements, the Master Servicer need not deposit into the Collection Account any amount that the Master Servicer would be authorized
to withdraw immediately from such account in accordance with the terms of Section 3.05 and shall be entitled to instead
immediately pay such amount directly to the Person(s) entitled thereto; provided that such amounts shall be applied in accordance
with the terms hereof and shall be reported as if deposited in such Collection Account and then withdrawn.


 


The foregoing requirements
for deposit in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality
of the foregoing, actual payments from Mortgagors in the nature of Escrow Payments, charges for beneficiary statements or demands,
assumption fees, modification fees, extension fees, defeasance fees, amounts collected for Mortgagor checks returned for insufficient
funds or other amounts the Master Servicer or the Special Servicer would be entitled to retain as additional servicing compensation
need not be deposited by the Master Servicer in the Collection Account. If the Master Servicer shall deposit in the Collection
Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any
provision herein to the contrary notwithstanding. Assumption, extension and modification fees actually received from Mortgagors
on Specially Serviced Loans shall be promptly delivered to the Special Servicer as additional servicing compensation.


 


Upon receipt of any of
the foregoing amounts in clauses (i) through (iv) above with respect to any Specially Serviced Loans, the Special
Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the Collection Account, in
accordance with this Section 3.04(a). Any such amounts received by the Special Servicer with respect to an REO Property
shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection
Account, pursuant to Section 3.14(c). With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly
deliver any such check to the Master Servicer by overnight courier. Funds in the Collection Account may only be invested in Permitted
Investments in accordance with the provisions of Section 3.06. As of the Closing Date, the Collection Account for the
Master Servicer shall be located at the offices of Midland Loan Services, a Division of PNC Bank, National Association. The Master
Servicer shall give notice


 






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to
the Trustee, the Special Servicer, the Certificate Administrator and the Depositor of the new location of the Collection Account
prior to any change thereof.


 


(b)           
The Certificate Administrator, on behalf of the Trustee, shall establish and maintain (i) the Lower-Tier REMIC
Distribution Account, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the VRR Certificate Gain-on-Sale
Reserve Account in trust for the benefit of the Certificateholders and the Trustee as Holder of the Lower-Tier Regular Interests,
(ii) the Upper-Tier REMIC Distribution Account for the benefit of the Certificateholders and (iii) the Excess Interest
Distribution Account for the benefit of the Holders of the Class D Certificates and Class VRR Interest Certificates. The Master
Servicer shall deliver to the Certificate Administrator each month on or before the Master Servicer Remittance Date therein, for
deposit (x) in the Lower-Tier REMIC Distribution Account, that portion of the Aggregate Available Funds attributable to the
Mortgage Loans (in each case, calculated without regard to clauses (a)(iii)(B), (a)(iv), (c) and (d)
of the definition of Aggregate Available Funds) for the related Distribution Date, and (y) in the Excess Interest Distribution
Account all Excess Interest for the related Distribution Date, in each case to the extent on deposit in the Collection Account
after giving effect to withdrawals of funds pursuant to Section 3.05(a)(ii).


 


With respect to each
Companion Loan (excluding any Non-Serviced Companion Loan), the Companion Paying Agent shall establish and maintain the Companion
Distribution Account, which may be a subaccount of the Collection Account, for distributions to each Companion Holder, to be held
for the benefit of the related Companion Holder and shall, within two (2) Business Days following the Companion Paying Agent’s
receipt of properly identified and available funds (to the extent consistent with the related Intercreditor Agreement), deposit
in the Companion Distribution Account any and all amounts received by the Companion Paying Agent that are required by the terms
of this Agreement or the applicable Intercreditor Agreement to be deposited therein; provided, however, that the
Companion Paying Agent shall separately track for each Serviced Companion Loan all amounts deposited with respect to such Serviced
Companion Loan. The Master Servicer shall deliver to the Companion Paying Agent each month, on or before the Master Servicer Remittance
Date therein, for deposit in the Companion Distribution Account, an aggregate amount of immediately available funds, to the extent
received with respect to the related Serviced Whole Loan, to the extent of available funds, equal to the amount to be distributed
to the related Companion Holder pursuant to the terms of this Agreement and the related Intercreditor Agreement. Notwithstanding
the preceding, the following provisions shall apply to remittances relating to the Serviced Companion Loans that have been deposited
into an Other Securitization: (1) on each Serviced Whole Loan Remittance Date, the Master Servicer shall withdraw from the Collection
Account (or applicable portion thereof) an aggregate amount equal to all payments and/or collections actually received on, and
payable to, such Serviced Companion Loans prior to such dates; provided, however, that in no event shall the Master
Servicer be required to transfer to the Companion Distribution Account any portion thereof that is payable or reimbursable to or
at the direction of any party to this Agreement under the other provisions of this Agreement and/or the related Intercreditor Agreement;
(2) on each Serviced Whole Loan Remittance Date, the Companion Paying Agent shall make the payments and remittance described in
Section 4.01(j), which payments and remittance shall be made, in each case, on the Serviced Whole Loan Remittance Date.
With respect to any Serviced Whole Loan, in the event the Master Servicer receives any properly identified and available late collections,
the Master Servicer shall remit to the applicable Other


 






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Servicer
or Other Trustee, within two (2) Business Day following receipt of such late collections in properly identified and available
funds, the amount allocable to such Serviced Pari Passu Companion Loan in accordance with the terms of this Agreement and the
related Intercreditor Agreement.


 


The Lower-Tier REMIC
Distribution Account, the Upper-Tier REMIC Distribution Account, the Gain-on-Sale Reserve Account, the VRR Certificate
Gain-on-Sale Reserve Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Companion
Distribution Account may be subaccounts of a single Eligible Account, which shall be maintained as a segregated account separate
from other accounts.


 


In addition to the amounts
required to be deposited in the Lower-Tier REMIC Distribution Account pursuant to this Section 3.04, the Master
Servicer shall, as and when required hereunder, deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC
Distribution Account:


 


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


 


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


 


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


 


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


 


If, as of the close of
business (New York City time) on any Master Servicer Remittance Date or on such other date as any amount referred to in the foregoing
clauses (i) through (v) or any Excess Interest is required to be delivered hereunder, the Master Servicer shall
not have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account or the Excess
Interest Distribution Account, as applicable, the amounts required to be deposited therein pursuant to the provisions of this Agreement
(including any P&I Advance with respect to the Mortgage Loans, pursuant to Section 4.03(a) hereof), the Master
Servicer shall pay the Certificate Administrator interest on such late payment at the Prime Rate from and including the date such
payment was required to be made (without regard to any Grace Period set forth in Section 7.01(a)(i)) until (but not
including) the date such late payment is received by the Certificate Administrator.


 


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


 






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


 


Funds on deposit in the
Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale Reserve Account, the Interest Reserve Account, the
Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account or the Lower-Tier REMIC Distribution Account
shall not be invested for so long as Wells Fargo Bank, National Association is the Certificate Administrator; provided,
however, that if, at any time, Wells Fargo Bank, National Association is no longer the Certificate Administrator, such funds
may be invested and, if invested, shall be invested by, and at the risk of, the Certificate Administrator, in Permitted Investments
selected by the party hereunder that maintains such account which shall mature, unless payable on demand, not later than such time
on the Distribution Date which will allow the Certificate Administrator to make withdrawals from the Distribution Account, and
any such Permitted Investment shall not be sold or disposed of prior to its maturity unless payable on demand. All such Permitted
Investments shall be made in the name of “[name of successor certificate administrator], as Certificate Administrator, for
the benefit of Wells Fargo Bank, National Association, as Trustee for the Holders of the Benchmark 2020-IG1 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2020-IG1 as their interests may appear”, or in the name of any successor trustee,
as Trustee for the Holders of the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2020-IG1 as their interests may appear. None of the Trust, the Depositor, the Mortgagors, the Master Servicer or the Special Servicer
shall be liable for any loss incurred on such Permitted Investments.


 


An amount equal to all
income and gain realized from any such investment shall be paid to the Certificate Administrator as additional compensation and
shall be subject to its withdrawal at any time from time to time. The amount of any losses incurred in respect of any such investments
shall be for the account of the Certificate Administrator which shall deposit the amount of such loss (to the extent not offset
by income from other investments) in the Distribution Accounts, as the case may be, out of its own funds immediately as realized.
If the Certificate Administrator deposits in or transfers to the Distribution Accounts, as the case may be, any amount not required
to be deposited therein or transferred thereto, it may at any time withdraw such amount or retransfer such amount from the Distribution
Accounts, as the case may be, any provision herein to the contrary notwithstanding.


 


As of the Closing Date,
the Interest Reserve Account, the Excess Interest Distribution Account, the Upper-Tier REMIC Distribution Account and the Lower-Tier
REMIC Distribution Account shall be located at the offices of the Certificate Administrator. The Certificate Administrator shall
give notice to the Trustee, the Master Servicer and the Depositor of the proposed location of the Interest Reserve Account, the
Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, the Excess Interest Distribution Account
and, if established, the Gain-on-Sale Reserve Account and the VRR Certificate Gain-on-Sale Reserve Account, prior
to any change thereof.


 






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For the avoidance of
doubt, the Collection Account (other than (i) any portion holding Excess Interest and (ii) the Companion Distribution
Account, if it is a sub-account of the Collection Account), the Lower-Tier REMIC Distribution Account, the Gain-on-Sale Reserve
Account, the VRR Certificate Gain-on-Sale Reserve Account, any Servicing Account, the REO Account, and the Interest Reserve
Account (including interest, if any, earned on the investment of funds in such accounts) will be owned by the Lower-Tier REMIC;
the Companion Distribution Account (including interest, if any, earned on the investment of funds in such account) will be owned
by the Companion Holders, as applicable; the Excess Interest Distribution Account and any portion of the Collection Account holding
Excess Interest (including interest, if any, earned on the investment of funds in such accounts) shall be owned by the Grantor
Trust for the benefit of the Holders of the Class D Certificates and Class VRR Interest Certificates; and the Upper-Tier REMIC
Distribution Account (including interest, if any, earned on the investment of funds such account) will be owned by the Upper-Tier
REMIC, each for federal income tax purposes.


 


(c)            
[Reserved].


 


(d)           
Prior to any Determination Date for the first Collection Period during which Excess Interest is received on any Mortgage
Loan, and upon notification from the Master Servicer or the Special Servicer pursuant to Section 3.02(d), the Certificate
Administrator, on behalf of the Certificateholders, shall establish and maintain the Excess Interest Distribution Account in its
own name on behalf of the Trustee in trust for the benefit of the Holders of the Class D Certificates and Class VRR Interest Certificates.
The Excess Interest Distribution Account shall be established and maintained as an Eligible Account (or as a subaccount of an Eligible
Account). Prior to the applicable Distribution Date, the Master Servicer shall remit to the Certificate Administrator for deposit
in the Excess Interest Distribution Account an amount equal to the Excess Interest received prior to the Determination Date for
the applicable Collection Period. Following the distribution of Excess Interest to Holders of the Class D Certificates and Class
VRR Interest Certificates on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant
to their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.


 


(e)            
The Certificate Administrator shall establish (upon notice from the Special Servicer of an event occurring that generates
Gain-on-Sale Proceeds) and maintain (i) the Gain-on-Sale Reserve Account for the benefit of the Certificateholders
(other than Holders of the RR Interest) and (ii) the VRR Certificate Gain-on-Sale Reserve Account for the benefit of the Holders
of the RR Interest. Each of the Gain-on-Sale Reserve Account and the VRR Certificate Gain-on-Sale Reserve Account shall
be maintained as an Eligible Account (or as a subaccount of an Eligible Account), separate and apart from trust funds for mortgage
pass-through certificates of other series administered by the Certificate Administrator.


 


Upon the disposition
of any REO Property, in accordance with Section 3.09 or Section 3.16, the Special Servicer will calculate
the Gain-on-Sale Proceeds, if any, realized that are allocable to the Mortgage Loan in connection with such sale and remit
such funds to the Master Servicer who shall then remit such funds to the Certificate Administrator, who shall (i) deposit the Non-VRR
Percentage of such funds into the Gain-on-Sale Reserve Account and (ii) deposit the VRR Percentage of such funds into
the VRR Certificate Gain-on-Sale Reserve


 






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Account.
Any gain on such disposition that is allocable to any related Companion Loan in accordance with the terms of the related Intercreditor
Agreement shall be remitted by the Special Servicer to the Companion Paying Agent for deposit into the Companion Distribution
Account.


 


(f)            
Any Non-Serviced Gain-on-Sale Proceeds received with respect to any Non-Serviced Mortgage Loan pursuant to the related Non-Serviced
PSA shall be remitted to the Certificate Administrator as follows: (i) the Non-VRR Percentage of such funds for deposit into
the Gain-on-Sale Reserve Account and (ii) the VRR Percentage of such funds for deposit into the VRR Certificate Gain-on-Sale
Reserve Account.


 


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


 


(h)           
[Reserved].


 


(i)             
If any Loss of Value Payments are received in connection with a Material Defect pursuant to or as contemplated by Section 3.05(g)
of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of
Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value
Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible
Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received
by it. The Certificate Administrator shall, based upon information obtained from the CREFC® reports delivered by
the Master Servicer pursuant to the terms hereof, account for the Loss of Value Reserve Fund as an outside reserve fund within
the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore,
for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve
Fund through the Collection Account to the Certificateholders as contributed to and distributed by the Trust REMICs and (ii) treat
any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions
by the Trust to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller
will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all
income earned thereon.


 


Section 3.05      
Permitted Withdrawals from the Collection Account, the Distribution Accounts and the Companion Distribution Account.
(a)  The Master Servicer may, from time to time, make withdrawals from the Collection Account (or the applicable subaccount
of the Collection Account) for any of the following purposes (the following not being an order of priority and without duplication
of the same payment or reimbursement):


 


(i)            
(A) no later than 4:00 p.m., New York City time, on each Master Servicer Remittance Date, to remit to the Certificate
Administrator for deposit in the Lower-Tier


 






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REMIC
Distribution Account the amounts required to be remitted pursuant to the first paragraph of Section 3.04(b)
or that may be applied to make P&I Advances pursuant to Section 4.03(a) and an amount equal to the Excess Interest
received in the applicable one-month period ending on the related Determination Date; and (B) pursuant to the second paragraph
of Section 3.04(b), to remit to the Companion Paying Agent for deposit in the Companion Distribution Account the amounts
required to be so deposited with respect to the Companion Loans;


 


(ii)            
(A) to pay itself (or, with respect to any Transferable Servicing Interest, to pay Midland Loan Services, a Division
of PNC Bank, National Association if Midland Loan Services, a Division of PNC Bank, National Association is no longer the Master
Servicer, any such interest pursuant to Section 3.11(a)) unpaid Servicing Fees in respect of each Mortgage Loan, Companion
Loan, Specially Serviced Loan, and REO Loan, as applicable, the Master Servicer’s rights to payment of Servicing Fees pursuant
to this clause (ii)(A) with respect to any Mortgage Loan, related Serviced Companion Loan, Specially Serviced Loan
or REO Loan, as applicable, being limited to amounts received on or in respect of such Mortgage Loan or related Serviced Companion
Loan (whether in the form of payments, Liquidation Proceeds or Insurance and Condemnation Proceeds) or such REO Loan (whether in
the form of REO Revenues, Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest
thereon, (B) to pay the Special Servicer any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of
each Specially Serviced Loan or REO Loan or Corrected Loan, as applicable, and any expense incurred by the Special Servicer in
connection with performing any inspections pursuant to Section 3.12(a), remaining unpaid first, out of related
REO Revenues, Liquidation Proceeds, Insurance and Condemnation Proceeds and collections in respect of the related Specially Serviced
Loan (provided that, in the case of such payment relating to a Serviced Whole Loan, such payment shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan, as applicable, and then, pro rata and pari passu, from the related
Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s)) and then out of general
collections on the Mortgage Loans and REO Properties, and (C) to pay the Asset Representations Reviewer (1) any unpaid Asset
Representations Reviewer Fee in respect of each Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than (i)
any related Companion Loan, (ii) any Servicing Shift Whole Loan and (iii) any Non-Serviced Mortgage Loan), as applicable, the Asset
Representations Reviewer’s right to payment of the Asset Representations Reviewer Fee pursuant to this clause (ii)(C)(1)
with respect to any Mortgage Loan, Specially Serviced Loan or REO Loan (in each case, other than (i) any related Companion
Loan, (ii) any Servicing Shift Whole Loan and (iii) any Non-Serviced Mortgage Loan), as applicable, being limited to amounts received
on or in respect of such Mortgage Loan (whether in the form of payments, P&I Advances, Liquidation Proceeds or Insurance and
Condemnation Proceeds), Specially Serviced Loan or REO Loan (whether in the form of REO


 






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Revenues,
Liquidation Proceeds or Insurance and Condemnation Proceeds), that are allocable as recovery of interest thereon, or (2) (to the
extent such fee is payable as a Trust Fund expense) any unpaid Asset Representations Reviewer Asset Review Fee payable in connection
with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;


 


(iii)          
to reimburse the Trustee and itself, as applicable (in that order), for unreimbursed P&I Advances, the Master Servicer’s
or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which
represent Late Collections of interest (net of the related Servicing Fee) on and principal of the particular Mortgage Loans and
REO Loans with respect to which P&I Advances were made; provided that with respect to each Serviced Whole Loan, reimbursement
of P&I Advances shall be made only from amounts collected with respect to the related Serviced Mortgage Loan and not from any
amounts collected with respect to any related Serviced Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan) prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account;
provided, further, that if such P&I Advance with respect to a Mortgage Loan becomes a Workout-Delayed Reimbursement
Amount, then the maker of such P&I Advance shall additionally, but without duplication, thereafter be entitled to reimbursement
for such P&I Advance from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO
Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the
extent provided in clause (v) below; and provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(iv)          
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order), for unreimbursed Servicing Advances,
the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant
to this clause (iv) with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or any related
Companion Loan or any REO Property being limited to, as applicable, related payments, Liquidation Proceeds, Insurance and Condemnation
Proceeds and REO Revenues (provided that, in the case of such reimbursement relating to a Serviced Whole Loan, such reimbursements
shall be made, subject to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole
Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion
Loan(s) in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced
Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal
Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to
any Serviced AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to


 






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which
any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and Serviced
AB Subordinate Companion Loan)), prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the
Collection Account related to any Mortgage Loan); provided, however, that if such Servicing Advance becomes a Workout-Delayed
Reimbursement Amount, then the maker of such Servicing Advance shall additionally, but without duplication, thereafter be entitled
to reimbursement for such Servicing Advance from the portion of general collections and recoveries on or in respect of the Mortgage
Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal
to the extent provided in clause (v) below; provided, further, that if such Advance becomes a Nonrecoverable
Advance, then such Advance shall be reimbursable pursuant to clause (v) below;


 


(v)            
to reimburse the Trustee, the Special Servicer and itself, as applicable (in that order) (1) for Nonrecoverable Advances
first, out of REO Revenues, Liquidation Proceeds and Insurance and Condemnation Proceeds, if any, received on the related
Mortgage Loan and any related Companion Loan (with respect to such Companion Loan, only for Nonrecoverable Servicing Advances made
with respect thereto), then, out of the principal portion of general collections on the Mortgage Loans and REO Properties,
then, to the extent the principal portion of general collections is insufficient and with respect to such excess only, subject
to any exercise of the sole option to defer reimbursement thereof pursuant to Section 3.17(c), out of general collections
on the Mortgage Loans and REO Properties, (2) for Workout-Delayed Reimbursement Amounts, out of the principal portion
of the general collections on the Mortgage Loans and REO Properties net of such amounts being reimbursed pursuant to (1) above;
(provided that, in case of such reimbursement of a Nonrecoverable Servicing Advance relating to a Serviced Whole Loan, such
reimbursement shall be made, subject to the terms of the related Intercreditor Agreement) (i) with respect to a Serviced Pari
Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu
Companion Loan(s) in accordance with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole
Loan, first, from the related AB Subordinate Companion Loan, and then, pro rata and pari passu, from
the related Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective
Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s); provided, further,
that, in case of such reimbursement with respect to Nonrecoverable Servicing Advances relating to a Serviced Whole Loan, such reimbursement
shall be made as described above in this clause (v)(1) and (v)(2), from funds related to such Serviced Whole
Loan prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account; provided,
further, that with respect to a Serviced Mortgage Loan, reimbursement of Nonrecoverable P&I Advances from funds collected
from the related Serviced Whole Loan shall be made only from amounts collected with respect to such Serviced Mortgage Loan (and
not from any amounts collected with respect to the related Serviced Companion Loan(s)), in accordance with the terms of the related
Intercreditor Agreement (provided that, with respect to any AB Whole Loan, the foregoing with respect to Nonrecoverable
Servicing Advances and Nonrecoverable P&I Advances shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any


 






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amounts
collected with respect to the related Whole Loan, are allocated to the related Serviced Mortgage Loan and Serviced AB Subordinate
Companion Loan, prior to reimbursement from other funds unrelated to such Serviced Whole Loan on deposit in the Collection Account
related to any Mortgage Loan) or (3) to pay itself, with respect to any Mortgage Loan, any related Companion Loan, if applicable,
or REO Property any related earned Servicing Fee that remained unpaid in accordance with clause (ii) above following
a Final Recovery Determination made with respect to such Mortgage Loan or REO Property and the deposit into the Collection Account
of all amounts received in connection therewith;


 


(vi)          
at such time as it reimburses the Trustee and itself, as applicable (in that order) or any Other Trustee or Other Servicer
for a related securitization trust in respect of any Serviced Pari Passu Companion Loan for (a) any unreimbursed P&I Advance
(including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iii)
or clause (v) above, to pay itself and/or the Trustee or such other servicing party, as applicable, any interest accrued
and payable thereon in accordance with Sections 4.03(d) and 3.11(d), (b) any unreimbursed Servicing Advances
(including any such Servicing Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv)
or clause (v) above, to pay itself, the Special Servicer or the Trustee, or Other Trustee or Other Servicer as the
case may be, any interest accrued and payable thereon in accordance with Section 3.03(d) and Section 3.11(d)
or (c) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee,
or Other Trustee or Other Servicer as the case may be, any interest accrued and payable thereon; provided that in all events,
subject to the related Intercreditor Agreement, interest on P&I Advances on any Serviced Mortgage Loan shall not be paid from
funds actually distributable to any related Serviced Companion Loan, and interest on Servicing Advances on any Serviced Whole Loan
shall be paid (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, out of collections
on the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective
outstanding principal balances, or (ii) with respect to a Serviced AB Whole Loan, first, out of collections on the
related AB Subordinate Companion Loan and then, pro rata and pari passu, out of collections on the related
Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan);


 


(vii)         
to reimburse itself, the Special Servicer, the Asset Representations Reviewer or the Trustee, as the case may be, for any
unreimbursed expenses reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase or substitution
obligation of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6
of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the performance
of its duties under Section 2.02 and/or Section 2.03 of this Agreement or out of the


 






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enforcement
of the repurchase or substitution obligation or any other obligation of the Mortgage Loan Seller, each such Person’s right
to reimbursement pursuant to this clause (vii) with respect to any Mortgage Loan, being limited to that portion of
the Purchase Price, the Loss of Value Payment or Substitution Shortfall Amount paid with respect to such Mortgage Loan, that represents
such expense in accordance with clause (iv) of the definition of Purchase Price;


 


(viii)        
in accordance with Section 2.03(f), to reimburse itself or the Special Servicer, as the case may be, first,
out of Liquidation Proceeds, Insurance and Condemnation Proceeds, if any, with respect to the related Mortgage Loan or REO Loan,
and then out of general collections on the Mortgage Loans and REO Properties, for any unreimbursed expense reasonably incurred
by such Person in connection with the performance of its duties under Section 2.02 and/or Section 2.03
of this Agreement or in connection with the enforcement of the applicable Mortgage Loan Seller’s obligations under Section 6
of the applicable Mortgage Loan Purchase Agreement, but only to the extent that such expenses are not reimbursable pursuant to
clause (vii) above or otherwise; provided that, in case of such reimbursement out of Liquidation Proceeds, and
Insurance and Condemnation Proceeds described above relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance
with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related
AB Subordinate Companion Loan, and then, pro rata and pari passu, from the related Serviced Mortgage Loan
and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of
the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage Loans;


 


(ix)            
to pay for costs and expenses incurred by the Trust pursuant to Section 3.09(c) first, out of REO Revenues,
Liquidation Proceeds, Insurance and Condemnation Proceeds with respect to the related Mortgage Loan, Serviced Companion Loan or
REO Loan and then out of general collections on the Mortgage Loans and REO Properties; provided that, in case of
such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of the related Intercreditor
Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced
Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective Stated Principal Balances
or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate Companion Loan (if any) and
then, pro rata and pari passu, from the related Serviced Mortgage Loan and the related Serviced Pari Passu
Companion Loan(s) (if any), in accordance with the respective Stated Principal Balances of the related Serviced Mortgage Loan and
Serviced Pari Passu Companion Loan(s) (provided that, with respect


 






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to
any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement
pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage
Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect to the Mortgage
Loan;


 


(x)           
to pay itself, as additional servicing compensation in accordance with Section 3.11(a), (a) (1) interest
and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account and the Companion
Distribution Account as provided in Section 3.06(b) (but only to the extent of the Net Investment Earnings with respect
to the Collection Account and the Companion Distribution Account for the period from and including the prior Distribution Date
to and including the Master Servicer Remittance Date related to such Distribution Date), (2) Penalty Charges (other than Penalty
Charges collected while the related Mortgage Loan and any related Serviced Companion Loan is a Specially Serviced Loan), but only
to the extent collected from the related Mortgagor and to the extent that all amounts then due and payable with respect to the
related Mortgage Loan and any related Serviced Companion Loan have been paid and such Penalty Charges are not needed to pay interest
on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout Fees)
in accordance with Section 3.11(d) and (3) the difference, if positive, between Prepayment Interest Excess and Prepayment
Interest Shortfalls collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan,
during the related Collection Period to the extent not required to be paid as Compensating Interest Payments; and (b) to pay
the Special Servicer, as additional servicing compensation in accordance with Section 3.11(c), Penalty Charges collected
on Specially Serviced Loans (but only to the extent collected from the related Mortgagor and to the extent that all amounts then
due and payable with respect to the related Specially Serviced Loan have been paid and such Penalty Charges are not needed to pay
interest on Advances or costs and expenses incurred by the Trust (other than Special Servicing Fees, Liquidation Fees and Workout
Fees) in accordance with Section 3.11(d));


 


(xi)          
to recoup any amounts deposited in the Collection Account in error;


 


(xii)         
to pay itself, the Special Servicer, the Depositor, the Asset Representations Reviewer or any of their respective directors,
officers, members, managers, employees and agents, or CREFC®, as the case may be, out of general collections, any
amounts payable to any such Person pursuant to Section 3.11(g), Section 3.18(h), Section 6.04(a)
or Section 6.04(b); provided that, in case of such reimbursement (other than a reimbursement of any amounts
payable to CREFC®) relating to a Serviced Whole Loan, such reimbursement shall be made, subject to the terms of
the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu,
from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in accordance with their respective
Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first, from the related AB Subordinate
Companion Loan (if any), and then, pro rata and pari passu, from the related Serviced Mortgage Loan and the
related Serviced Pari Passu Companion Loan(s) (if any), in


 






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accordance
with the respective Stated Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s)
(provided that, with respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the
terms of the related Intercreditor Agreement pursuant to which any amounts collected with respect to the related Whole Loan are
allocated to the related Serviced Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of
general collections with respect to the Mortgage Loans;


 


(xiii)        
to pay for (a) the cost of the Opinions of Counsel contemplated by Sections 3.09(b), 3.14(a), 3.15(b),
Section 3.18(b), Section 3.18(c), 3.18(g) and 10.01(f) to the extent payable out of the Trust
Fund, (b) the cost of any Opinion of Counsel contemplated by Sections 13.01(a) or Section 13.01(c)
in connection with an amendment to this Agreement requested by the Trustee or the Master Servicer, which amendment is in furtherance
of the rights and interests of Certificateholders and (c) the cost of obtaining the REO Extension contemplated by Section 3.14(a);
provided that, in case of such reimbursement relating to a Serviced Whole Loan, such reimbursement shall be made, subject
to the terms of the related Intercreditor Agreement (i) with respect to the related Serviced Pari Passu Whole Loan, pro
rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s) in
accordance with their respective Stated Principal Balances or (ii) with respect to a Serviced AB Whole Loan, first,
from the related AB Subordinate Companion Loan (if any), and then, pro rata and pari passu, from the related
Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) (if any), in accordance with the respective Stated
Principal Balances of the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan(s) (provided that, with
respect to any AB Subordinate Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor
Agreement pursuant to which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced
Mortgage Loan and AB Subordinate Companion Loan), in each case, prior to being payable out of general collections with respect
to the Mortgage Loans;


 


(xiv)        
to pay out of general collections on the Mortgage Loans and the REO Properties any and all federal, state and local taxes
imposed on any Trust REMIC, or any of their assets or transactions, together with all incidental costs and expenses, to the extent
that none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee is liable therefor pursuant
to Section 10.01(g);


 


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


 


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


 






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thereon
subsequent to the date of substitution, and with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments
due thereon during or prior to the month of substitution, in accordance with Section 2.03(b);


 


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


 


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


 


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


 


(xx)         
to pay for any expenditures to be borne by the Trust pursuant to the third paragraph of Section 3.03(c).


 


The Master Servicer shall
also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary for the payments or reimbursement
of amounts required to be paid to the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer,
the applicable Non-Serviced Trustee, the applicable Non-Serviced Certificate Administrator or any other applicable party
to the applicable Non-Serviced PSA by the holder of a Non-Serviced Mortgage Loan pursuant to the applicable Non-Serviced Intercreditor
Agreement and the applicable Non-Serviced PSA.


 


The Master Servicer shall
keep and maintain separate accounting records, on a loan-by-loan and property by property basis when appropriate, for the
purpose of justifying any withdrawal from the Collection Account.


 


The Master Servicer shall
pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid
to it therefrom monthly upon receipt of a certificate of a Servicing Officer of the Special Servicer or a Responsible Officer of
the Trustee or the Certificate Administrator describing the item and amount to which the Special Servicer, the Trustee or the Certificate
Administrator is entitled. The Master Servicer may rely conclusively on any such certificate and shall have no duty to re-calculate
the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and
REO Loan, on a loan-by-loan basis and, when appropriate, on a property-by-property basis, for the purpose of justifying
any request for withdrawal from the Collection Account. Notwithstanding the above, no written certificate is required for a payment
of Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Mortgage
Loan.


 


Notwithstanding anything
to the contrary in this Section 3.05 or elsewhere in this Agreement, no amounts payable or reimbursable to the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator out of general collections that do not specifically
relate


 






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to
a Serviced Whole Loan may be reimbursable from amounts that would otherwise be payable to the related Companion Loan(s), as applicable.


 


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


 


(i)            
to be deemed to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.01(c) and the
amount of any Prepayment Premiums and Yield Maintenance Charges distributable pursuant to Section 4.01(e) in the Upper-Tier
REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Class LR Interest
pursuant to Section 4.01(c);


 


(ii)           
to pay to the Trustee and the Certificate Administrator or any of their directors, officers, employees and agents, as the
case may be, any amounts payable or reimbursable to any such Person with respect to the Mortgage Loans pursuant to Section 8.05(b);


 


(iii)          
to pay the Certificate Administrator and the Trustee, the Certificate Administrator Fee and the Trustee Fee, as applicable,
as contemplated by Section 8.05(a) hereof with respect to the Mortgage Loans;


 


(iv)          
to pay for the cost (without duplication) of the Opinions of Counsel sought by (A) the Trustee or the Certificate Administrator
as provided in clause (vi) of the definition of “Disqualified Organization,” (B) the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 3.18(c), (C) the
Trustee or the Certificate Administrator as contemplated by Section 5.08(c) or Section 8.02(ii) to the
extent payable out of the Trust Fund, (D) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer
as contemplated by Section 10.01(f) or Section 10.01(l) to the extent payable out of the Trust Fund, or
(E) the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer as contemplated by Section 13.01(a)
or Section 13.01(c) in connection with any amendment to this Agreement requested by the Trustee or the Certificate
Administrator, which amendment is in furtherance of the rights and interests of Certificateholders, in each case, to the extent
not paid pursuant to Section 13.01(g);


 


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


 


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


 


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


 






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


 


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


 


(d)           
The Certificate Administrator shall make, or be deemed to make, withdrawals from the Upper-Tier REMIC Distribution Account
for any of the following purposes:


 


(i)            
to make (A) distributions to Certificateholders (other than Holders of the Grantor Trust Certificates) on each Distribution
Date pursuant to Section 4.01 or Section 9.01 of this Agreement (in the case of Holders of the Class R Certificates,
in respect of the Class UTR Interest), as applicable and (B) deposits of the VRR Available Funds and any VRR Retained Prepayment
Premiums and Yield Maintenance Charges into the Class VRR Interest Distribution Account on each Distribution Date pursuant to Section
4.01 of this Agreement; and


 


(ii)           
to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


(e)           
The Certificate Administrator may make withdrawals from the Class VRR Interest Distribution Account for any of the following
purposes:


 


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


 


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


 


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


 


(f)            
Notwithstanding anything herein to the contrary, with respect to any Mortgage Loan, (i) if amounts on deposit in the
Collection Account and the Lower-Tier REMIC Distribution Account are not sufficient to pay the full amount of the Servicing
Fee listed in Section 3.05(a)(ii) and the Certificate Administrator Fee listed in Section 3.05(b)(ii) and
(b)(iii), then the Certificate Administrator Fee shall be paid in full prior to the payment of any Servicing Fees payable
under Section 3.05(a)(ii) and in the event that amounts on deposit in the Collection Account and the Lower-Tier
REMIC Distribution Account are not sufficient to pay the full amount of such Certificate Administrator Fee, the Certificate Administrator
shall be paid based on the amount of such fees and (ii) if amounts on deposit in the Collection Account are not sufficient
to reimburse the full amount of Advances and interest thereon listed in Sections 3.05(a)(iii), (a)(iv), (a)(v)
and (a)(vi), then reimbursements shall be paid first to the Certificate Administrator and to the Trustee, pro
rata, second to the Special Servicer and then to the Master Servicer.


 






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(g)           
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any
related Serviced REO Property, then the Special Servicer shall promptly (provided that, (1) with respect to clause (iv)
below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such liquidation event and (2)
with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special
Servicer with five (5) Business Days’ prior notice of such final Distribution Date) transfer such Loss of Value Payments
(up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection
Account for the following purposes:


 


(i)            
to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.05(a) of
this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO
Property (together with any interest on such Advances);


 


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


 


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


 


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


 


(v)            
On the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed
by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Certificate Realized
Losses and VRR Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be, additional
Trust Fund expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan related to such contribution.


 


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


 






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Loan
or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated
by clauses (g)(i)-(g)(iv) of the prior paragraph.


 


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


 


Section 3.06      
Investment of Funds in the Collection Account and the REO Account. (a) The Master Servicer may direct any depository
institution maintaining the Collection Account, the Companion Distribution Account, or any Servicing Account (for purposes of this
Section 3.06, an “Investment Account”), the Special Servicer may direct any depository institution
maintaining the REO Account or Loss of Value Reserve Fund (also for purposes of this Section 3.06, an “Investment
Account”) to invest or if it is such depository institution, may itself invest, the funds held therein, only in one or
more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than
the Business Day immediately preceding the next succeeding date on which funds are required to be withdrawn from such account pursuant
to this Agreement, if a Person other than the depository institution maintaining such account is the obligor thereon and (ii) no
later than the date on which funds are required to be withdrawn from such account pursuant to this Agreement, if the depository
institution maintaining such account is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable
on demand. Any funds held in an Investment Account shall be held in the name of the Master Servicer or the Special Servicer, as
applicable, on behalf of the Trustee (in its capacity as such) for the benefit of the Certificateholders. The Master Servicer (in
the case of the Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master
Servicer), the Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer) on behalf of the Trustee, shall maintain continuous physical possession of any Permitted Investment
of amounts in the Collection Account, the Companion Distribution Account, the Servicing Accounts, Loss of Value Reserve Fund or
REO Account, as applicable, that is either (i) a “certificated security,” as such term is defined in the UCC (such
that the Trustee shall have control pursuant to Section 8-106 of the UCC) or (ii) other property in which a secured
party may perfect its security interest by physical possession under the UCC or any other applicable law. In the case of any Permitted
Investment held in the form of a “security entitlement” (within the meaning of Section 8-102(a)(17) of the
UCC), the Master Servicer or the Special Servicer, as applicable, shall take or cause to be taken such action as the Trustee deems
reasonably necessary to cause the Trustee to have control over such security entitlement. In the event amounts on deposit in an
Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (in the case of the
Collection Account, the Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer) or the
Special Servicer (in the case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the
Special Servicer) shall:


 


(i)            
consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (a) all amounts then payable thereunder and
(b) the amount required to be withdrawn on such date; and


 






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


 


(b)           
Interest and investment income realized on funds deposited in the Collection Account, the Companion Distribution Account
or any Servicing Account maintained by or for the Master Servicer to the extent of the Net Investment Earnings, if any, with respect
to such account for the period from and including the prior Distribution Date to and including the Master Servicer Remittance Date
related to the current Distribution Date, shall be for the sole and exclusive benefit of the Master Servicer to the extent (with
respect to Servicing Accounts) not required to be paid to the related Mortgagor and shall be subject to its withdrawal, or withdrawal
at its direction, in accordance with Section 3.03 or Section 3.05(a), as the case may be. Interest and
investment income realized on funds deposited in the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained
by or for the Special Servicer, to the extent of the Net Investment Earnings, if any, with respect to such account for each period
from and including any Distribution Date to and including the immediately succeeding Master Servicer Remittance Date, shall be
for the sole and exclusive benefit of the Special Servicer and shall be subject to its withdrawal in accordance with Section 3.14(c).
In the event that any loss shall be incurred in respect of any Permitted Investment (as to which the Master Servicer or the Special
Servicer, as applicable, would have been entitled to any Net Investment Earnings hereunder) directed to be made by the Master Servicer
or the Special Servicer, as applicable, and on deposit in any of the Collection Account, the Companion Distribution Account, the
Servicing Account, Loss of Value Reserve Fund or the REO Account, the Master Servicer (in the case of the Collection Account, the
Companion Distribution Account or any Servicing Account maintained by or for the Master Servicer), the Special Servicer (in the
case of the REO Account, Loss of Value Reserve Fund or any Servicing Account maintained by or for the Special Servicer) shall deposit
therein, no later than the Master Servicer Remittance Date, without right of reimbursement, the amount of Net Investment Loss,
if any, with respect to such account for the period from and including the prior Distribution Date to and including the Master
Servicer Remittance Date related to the current Distribution Date; provided that neither the Master Servicer nor the Special
Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely
as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment
Account, so long as such depository institution or trust company satisfied the qualifications set forth in the definition of Eligible
Account at the time such investment was made (and, with respect to the Master Servicer, such federal or state chartered depository
institution or trust company is not an Affiliate of the Master Servicer unless such depository institution or trust company satisfied
the qualification set forth in the definition of Eligible Account both (x) at the time the investment was made and (y) thirty
(30) days prior to such insolvency).


 


(c)            
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any
Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, the Master Servicer
may and, upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall,
take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings.


 






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Section 3.07      
Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage. (a)  The Master Servicer
(with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan) shall
use its efforts consistent with the Servicing Standard to cause the Mortgagor to maintain (other than with respect to a Non-Serviced
Mortgage Loan), to the extent required by the terms of the related Mortgage Loan documents, all insurance coverage as is required
under the related Mortgage Loan documents except to the extent that the failure of the related Mortgagor to do so is an Acceptable
Insurance Default (and except as provided in the next sentence with respect to the Master Servicer or the Special Servicer, as
applicable). If the Mortgagor does not so maintain such insurance coverage, subject to its recoverability determination with respect
to any required Servicing Advance, the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage
Loan) and any related Serviced Companion Loan) or the Special Servicer (with respect to REO Properties other than a Non-Serviced
Mortgaged Property) shall maintain all insurance coverage as is required under the related Mortgage (or, in the case of REO Property,
in accordance with the Servicing Standard in an amount that is at least equal to the lesser of (1) the full replacement cost of
the improvements on the REO Property, and (2) the outstanding principal balance owing on the related REO Loan, and in any event,
the amount necessary to avoid the operation of any co-insurance provisions), but only in the event the Trustee has an insurable
interest therein and such insurance is available to the Master Servicer or the Special Servicer, as applicable, and, if available,
can be obtained at commercially reasonable rates, as determined (with respect to any Serviced AB Whole Loan, prior to the occurrence
and continuance of a related AB Control Appraisal Period, with the consent of the related AB Whole Loan Controlling Holder) by
the Master Servicer (with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced
Companion Loan) or the Special Servicer (with respect to REO Properties other than any Non-Serviced Mortgaged Property) except
to the extent that the failure of the related Mortgagor to do so is an Acceptable Insurance Default as determined by the Master
Servicer (if the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such default with
respect to a Non-Specially Serviced Loan) or by the Special Servicer (with respect to any Non-Specially Serviced Loan (unless the
Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such default) and with respect to
any Specially Serviced Loan); provided, however, that if any Mortgage permits the holder thereof to dictate to the
Mortgagor the insurance coverage to be maintained on such Mortgaged Property, the Master Servicer or, with respect to REO Property,
the Special Servicer, as applicable, shall impose or maintain, as applicable, such insurance requirements as are consistent with
the Servicing Standard taking into account the insurance in place at the closing of the Mortgage Loan; provided, further,
that, with respect to the immediately preceding proviso, the Master Servicer will be obligated to use efforts consistent with the
Servicing Standard to cause the Mortgagor to maintain (or to itself maintain) insurance against property damage resulting from
terrorist or similar acts unless the Mortgagor’s failure is an Acceptable Insurance Default as determined by the Master Servicer
(with respect to a Non-Specially Serviced Loan) or the Special Servicer (with respect to a Specially Serviced Loan) or, prior to
the occurrence and continuance of an AB Control Appraisal Period, the related AB Whole Loan Controlling Holder, as applicable and
only in the event the Trustee has an insurable interest therein and such insurance is available to the Master Servicer or the Special
Servicer, as applicable, and, if available, can be obtained at commercially reasonable rates. The Master Servicer and Special Servicer
shall be entitled to rely on insurance consultants (at the applicable


 






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servicer’s
expense) in determining whether any insurance is available at commercially reasonable rates. Subject to Section 3.15(a)
and the costs of such insurance being reimbursed or paid to the Special Servicer as provided in the third-to-last
sentence of this paragraph, the Special Servicer shall maintain for each REO Property (other than any Non-Serviced Mortgaged
Property) no less insurance coverage than was previously required of the Mortgagor under the related Mortgage Loan documents unless
the Special Servicer determines (prior to the occurrence and continuance of an AB Control Appraisal Period, with the consent of
the related AB Whole Loan Controlling Holder, as applicable) that such insurance is not available at commercially reasonable rates
or that the Trustee does not have an insurable interest, in which case the Master Servicer shall be entitled to conclusively rely
on the Special Servicer’s determination. All Insurance Policies maintained by the Master Servicer or the Special Servicer
shall (i) contain a “standard” mortgagee clause, with loss payable to the Master Servicer on behalf of the Trustee
(in the case of insurance maintained in respect of Mortgage Loans (other than any Non-Serviced Mortgage Loan), including any related
Serviced Companion Loan, other than REO Properties) or to the Special Servicer on behalf of the Trustee (in the case of insurance
maintained in respect of REO Properties), (ii) be in the name of the Trustee (in the case of insurance maintained in respect
of REO Properties), (iii) include coverage in an amount not less than the lesser of (x) the full replacement cost of
the improvements securing Mortgaged Property or the REO Property, as applicable, and (y) the outstanding principal balance
owing on the related Mortgage Loan (including any related Serviced Companion Loan) or REO Loan, as applicable, and in any event,
the amount necessary to avoid the operation of any co-insurance provisions, (iv) include a replacement cost endorsement
providing no deduction for depreciation (unless such endorsement is not permitted under the related Mortgage Loan documents),
(v) be noncancelable without thirty (30) days prior written notice to the insured party (except in the case of nonpayment,
in which case such policy shall not be cancelled without ten (10) days’ prior notice) and (vi) subject to the first
proviso in the second sentence of this Section 3.07(a), be issued by a Qualified Insurer authorized under applicable
law to issue such Insurance Policies. Any amounts collected by the Master Servicer or the Special Servicer under any such Insurance
Policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or REO Property or amounts
to be released to the related Mortgagor, in each case in accordance with the Servicing Standard and the provisions of the related
Mortgage Loan documents) shall be deposited in the Collection Account, subject to withdrawal pursuant to Section 3.05(a).
Any costs incurred by the Master Servicer in maintaining any such Insurance Policies in respect of Mortgage Loans (including any
related Serviced Companion Loan) (other than REO Properties and other than any Non-Serviced Mortgage Loan) (i) if the Mortgagor
defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance (so long as such Advance
would not be a Nonrecoverable Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid
out of the Collection Account) and will be charged to the related Mortgagor and (ii) shall not, for purposes of calculating
monthly distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan and Serviced
Companion Loan(s) (if any), notwithstanding that the terms of such Mortgage Loan or Serviced Companion Loan(s) so permit. Any
cost incurred by the Special Servicer in maintaining any such Insurance Policies with respect to REO Properties shall be an expense
of the Trust payable out of the related REO Account pursuant to Section 3.14(c) or, if the amount on deposit therein
is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (so long as such Advance would not be a


  



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Nonrecoverable
Advance and if such Advance would be a Nonrecoverable Advance then such cost shall instead be paid out of the Collection Account).
The foregoing provisions of this Section 3.07 shall apply to any Serviced Whole Loan as if it were a single “Mortgage
Loan”. Notwithstanding any provision to the contrary, the Master Servicer will not be required to maintain, and will not
be in default for failing to obtain, any earthquake or environmental insurance on any Mortgaged Property unless such insurance
was required at the time of origination of the related Mortgage Loan and is currently available at commercially reasonable rates.


 


Notwithstanding the foregoing,
with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that either
(x) require the Mortgagor to maintain “all risk” property insurance (and do not expressly permit an exclusion
for terrorism) or (y) contain provisions generally requiring the applicable Mortgagor to maintain insurance in types and against
such risks as the holder of such Mortgage Loan (including any related Serviced Companion Loan) reasonably requires from time to
time in order to protect its interests, the Master Servicer will be required to, consistent with the Servicing Standard, (A) monitor
in accordance with the Servicing Standard whether the insurance policies for the related Mortgaged Property contain Additional
Exclusions (provided that the Master Servicer shall be entitled to conclusively rely upon the certificate of insurance in
determining whether such policies contain Additional Exclusions), (B) request the Mortgagor to either purchase insurance against
the risks specified in the Additional Exclusions or provide an explanation as to its reasons for failing to purchase such insurance
and (C) notify the Special Servicer if it has knowledge that any insurance policy contains Additional Exclusions or if it
has knowledge (such knowledge to be based upon the Master Servicer’s compliance with the immediately preceding clauses (A)
and (B) above) that any Mortgagor fails to purchase the insurance requested to be purchased by the Master Servicer pursuant
to clause (B) above. If the Master Servicer (with respect to any Non-Specially Serviced Loan) or the Special Servicer
(with respect to any Specially Serviced Loan) determines in accordance with the Servicing Standard that such failure is not an
Acceptable Insurance Default, the Special Servicer (with respect to any Specially Serviced Loan) shall notify the Master Servicer
and the Master Servicer shall use efforts consistent with the Servicing Standard to cause such insurance to be maintained. The
Special Servicer (at the expense of the Trust) shall be entitled to rely on insurance consultants in making such determinations.
The Master Servicer shall be entitled to rely on insurance consultants (at the expense of such Master Servicer) in determining
whether Additional Exclusions exist. Furthermore, the Master Servicer (with respect to any Non-Specially Serviced Loan) or the
Special Servicer (with respect to any Specially Serviced Loan) shall promptly deliver such conclusions in writing to the 17g-5
Information Provider for posting to the 17g-5 Information Provider’s Website for those Mortgage Loans that (i) have
one of the ten (10) highest outstanding Stated Principal Balances of all of the Mortgage Loans then included in the Trust or (ii) comprise
more than 5% of the outstanding Stated Principal Balance of the Mortgage Loans then included in the Trust. During the period that
the Master Servicer or the Special Servicer, as applicable, is evaluating the availability of such insurance or waiting for a response
from the related AB Whole Loan Controlling Holder, neither the Master Servicer nor the Special Servicer will be liable for any
loss related to its failure to require the Mortgagor to maintain such insurance and will not be in default of its obligations as
a result of such failure.


 






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(b)           
(i)  The Special Servicer shall maintain (or cause to be maintained), fire and hazard insurance on each REO Property
(other than with respect a Non-Serviced Mortgaged Property), to the extent obtainable at commercially reasonable rates and
the Trustee has an insurable interest, in an amount that is at least equal to the lesser of (1) the full replacement cost of the
improvements on the REO Property, and (2) the outstanding principal balance owing on the REO Loan, and in any event, the amount
necessary to avoid the operation of any co-insurance provisions. If the Master Servicer or the Special Servicer shall obtain and
maintain a blanket Insurance Policy with a Qualified Insurer insuring against fire and hazard losses on all of the Mortgage Loans
(including any related Serviced Companion Loan, but excluding any Non-Serviced Mortgage Loan) or REO Properties (other than with
respect to a Non-Serviced Mortgaged Property), as the case may be, required to be serviced and administered hereunder, then,
to the extent such Insurance Policy provides protection equivalent to the individual policies otherwise required, the Master Servicer
or the Special Servicer shall conclusively be deemed to have satisfied its obligation to cause fire and hazard insurance to be
maintained on the related Mortgaged Properties or REO Properties. Such Insurance Policy may contain a deductible clause, in which
case the Master Servicer or the Special Servicer shall, if there shall not have been maintained on the related Mortgaged Property
or REO Property a fire and hazard Insurance Policy complying with the requirements of Section 3.07(a), and there shall
have been one or more losses which would have been covered by such Insurance Policy, promptly deposit into the Collection Account
from its own funds the amount of such loss or losses that would have been covered under the individual policy but are not covered
under the blanket Insurance Policy because of such deductible clause to the extent that any such deductible exceeds the deductible
limitation that pertained to the related Mortgage Loan (including any related Serviced Companion Loan), or in the absence of such
deductible limitation, the deductible limitation which is consistent with the Servicing Standard. In connection with its activities
as administrator and Master Servicer of the Mortgage Loans or any Serviced Companion Loans, the Master Servicer agrees to prepare
and present, on behalf of itself, the Trustee and Certificateholders, claims under any such blanket Insurance Policy in a timely
fashion in accordance with the terms of such policy. The Special Servicer, to the extent consistent with the Servicing Standard,
may maintain, earthquake insurance on REO Properties (other than with respect to a Non-Serviced Mortgaged Property), provided
coverage is available at commercially reasonable rates, the cost of which shall be a Servicing Advance.


 


(ii)            
If the Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by a blanket,
master single interest or force-placed insurance policy with a Qualified Insurer naming the Master Servicer or the Special
Servicer on behalf of the Trustee as the loss payee, then to the extent such Insurance Policy provides protection equivalent to
the individual policies otherwise required, the Master Servicer or the Special Servicer shall conclusively be deemed to have satisfied
its obligation to cause such insurance to be maintained on the related Mortgaged Properties and REO Properties. In the event the
Master Servicer or the Special Servicer shall cause any Mortgaged Property or REO Property to be covered by such blanket, master
single interest or force-placed insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property
or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property
or REO Property is covered thereby) shall be paid by the Master Servicer as a Servicing Advance. Such blanket, master single interest
or force-placed


 






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policy
may contain a deductible clause, in which case the Master Servicer or the Special Servicer shall, in the event that there shall
not have been maintained on the related Mortgaged Property or REO Property a policy otherwise complying with the provisions of
Section 3.07(a), and there shall have been one or more losses which would have been covered by such policy had it
been maintained, deposit into the Collection Account from its own funds the amount not otherwise payable under the blanket, master
single or force-placed interest policy because of such deductible clause, to the extent that any such deductible exceeds the
deductible limitation that pertained to the related Mortgage Loan, including any related Serviced Companion Loan, or, in the absence
of any such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(c)            
Each of the Master Servicer and the Special Servicer shall obtain and maintain at its own expense and keep in full force
and effect throughout the term of this Agreement a blanket fidelity bond and an “errors and omissions” Insurance Policy
with a Qualified Insurer covering the Master Servicer’s and the Special Servicer’s, as applicable, officers and employees
acting on behalf of the Master Servicer and the Special Servicer in connection with its activities under this Agreement. Such amount
of coverage shall be in such form and amount as are consistent with the Servicing Standard. Coverage of the Master Servicer or
the Special Servicer under a policy or bond obtained by an Affiliate of the Master Servicer or the Special Servicer and providing
the coverage required by this Section 3.07(c) shall satisfy the requirements of this Section 3.07(c). The
Special Servicer and the Master Servicer shall promptly report in writing to the Trustee any material changes that may occur in
their respective fidelity bonds, if any, and/or their respective errors and omissions Insurance Policies, as the case may be, and
shall furnish to the Trustee copies of all binders and policies or certificates evidencing that such bonds, if any, and insurance
policies are in full force and effect.


 


(d)           
At the time the Master Servicer determines in accordance with the Servicing Standard that any Mortgaged Property (other
than the Mortgaged Property securing a Non-Serviced Mortgaged Property) is in a federally designated special flood hazard area
(and such flood insurance has been made available), the Master Servicer shall use efforts consistent with the Servicing Standard
to cause the related Mortgagor (in accordance with applicable law and the terms of the Mortgage Loan and related Serviced Companion
Loan documents) to maintain, and, if the related Mortgagor shall default in its obligation to so maintain, shall itself maintain
to the extent available at commercially reasonable rates (as determined by the Master Servicer in accordance with the Servicing
Standard and to the extent the Trustee, as mortgagee, has an insurable interest therein), flood insurance in respect thereof, but
only to the extent the related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or related Serviced Companion Loan permits
the mortgagee to require such coverage and the maintenance of such coverage is consistent with the Servicing Standard. Such flood
insurance shall be in an amount equal to the lesser of (i) the unpaid principal balance of the related Mortgage Loan (and
any related Serviced Companion Loan, if applicable), and (ii) the maximum amount of insurance which is available under the
National Flood Insurance Act of 1968, as amended, plus such additional excess flood coverage with respect to the Mortgaged Property,
if any, in an amount consistent with the Servicing Standard. If the cost of any insurance described above is not borne by the Mortgagor,
the Master Servicer shall promptly make a Servicing Advance for such costs.


 






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(e)            
During all such times as any REO Property (other than with respect to a Non-Serviced Mortgaged Property) shall be located
in a federally designated special flood hazard area, the Special Servicer shall cause to be maintained, to the extent available
at commercially reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), a flood insurance
policy meeting the requirements of the current guidelines of the Federal Insurance Administration in an amount representing coverage
not less than the maximum amount of insurance which is available under the National Flood Insurance Act of 1968, as amended. The
cost of any such flood insurance with respect to an REO Property shall be an expense of the Trust payable out of the related REO
Account pursuant to Section 3.14(c) or, if the amount on deposit therein is insufficient therefor, paid by the Master
Servicer to the Special Servicer as a Servicing Advance unless determined to be a Nonrecoverable Advance, and if determined to
be a Nonrecoverable Advance, then the Master Servicer shall pay the Special Servicer from the Collection Account.


 


(f)            
Notwithstanding the foregoing, so long as the long-term debt obligations or the deposit account or claims-paying
ability of the Master Servicer (or its immediate or remote parent) or the Special Servicer (or its immediate or remote parent),
as applicable, is rated at least “A-” by Fitch (if rated by Fitch), the Master Servicer (or its public parent) or the
Special Servicer (or its public parent), as applicable, shall be allowed to provide self-insurance with respect to any of its
obligation under this Section 3.07.


 


(g)           
The Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full force and effect throughout
the term of this Agreement an “errors and omissions” insurance policy with a Qualified Insurer covering losses that
may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.08      
Enforcement of Due-on-Sale Clauses; Assumption Agreements. (a)  As to each Mortgage Loan (other than a
Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains a provision in the nature of a “due-on-sale”
clause, which by its terms:


 


(i)            
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the sale or other transfer of an interest in the related Mortgaged Property or equity interests in the Mortgagor
or principals of the Mortgagor; or


 


(ii)            
provides that such Mortgage Loan and any related Companion Loan may not be assumed without the consent of the mortgagee
in connection with any such sale or other transfer;


 


then, for so long as such Mortgage Loan
or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiv) of the definition thereof,
or as to which such matter is a Major Decision and the Master Servicer and the Special Servicer mutually agree that the Master
Servicer will process such Major Decision in accordance with terms and conditions reasonably agreed to by the Master Servicer
and Special Servicer, including the Special Servicer’s consent (which will be deemed given in accordance with Section


  



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6.08) or the Special Servicer (with
respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter is a Major Decision), on behalf
of the Trustee as the mortgagee of record, shall (a) exercise any right such mortgagee of record may have with respect to
such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to withhold its consent to
any sale or transfer, consistent with the Servicing Standard or (b) waive any right to exercise such rights, provided
that, with respect to any Mortgage Loan (i) with a Stated Principal Balance greater than or equal to $35,000,000, (ii) with
a Stated Principal Balance greater than or equal to 5% of the aggregated Stated Principal Balance of the Mortgage Loans then outstanding
or (iii) together with all other Mortgage Loans with which it is cross-collateralized or cross-defaulted or together with
all other Mortgage Loans with the same Mortgagor (or an Affiliate thereof), that is one of the ten largest Mortgage Loans outstanding
(by Stated Principal Balance), the Master Servicer or the Special Servicer, as the case may be, prior to consenting to any action,
shall obtain, a Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agency that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced
Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same
manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25),
provided, however, that with respect to subclauses (ii) and (iii) above, such Mortgage Loan shall
also have a Stated Principal Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(a), the Master Servicer or the Special Servicer that is processing
the related action, as applicable, as the case may be, shall (if not already provided in accordance with Section 3.25
of this Agreement) deliver a Review Package to the 17g-5 Information Provider (or, with respect to any Serviced Companion Loan
Securities, the related 17g-5 information provider) in accordance with Section 3.25 of this Agreement.


 


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


 


(b)           
As to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) and any related Serviced Companion Loan that contains
a provision in the nature of a “due-on-encumbrance” clause that by its terms:


 


(i)            
provides that such Mortgage Loan and any related Companion Loan shall (or may at the mortgagee’s option) become due
and payable upon the creation of any


 






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additional
lien or other encumbrance on the related Mortgaged Property or equity interests in the Mortgagor or principals of the Mortgagor;
or


 


(ii)            
requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the related Mortgaged
Property or equity interests in the Mortgagor or principals of the Mortgagor;


 


then, for so long as such Mortgage Loan
(or related Serviced Companion Loan is being serviced under this Agreement, the Master Servicer (with respect to any Non-Specially
Serviced Loan and as to which such matter is a Master Servicer Decision pursuant to clause (xiv) of the definition thereof, or
as to which such matter is a Major Decision and the Master Servicer and the Special Servicer mutually agree that the Master Servicer
will process such Major Decision in accordance with terms and conditions reasonably agreed to by the Master Servicer and Special
Servicer, including the Special Servicer’s consent (which will be deemed given in accordance with Section 6.08)
or the Special Servicer (with respect to any Specially Serviced Loan or any Non-Specially Serviced Loan as to which such matter
is a Major Decision), on behalf of the Trustee as the mortgagee of record, shall (a) exercise any right such mortgagee of
record may have with respect to such Mortgage Loan or related Companion Loan (x) to accelerate the payments thereon or (y) to
withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Servicing Standard or (b) waive
its right to exercise such rights, provided that, (i) the Special Servicer, other than with respect to an Excluded Loan
as to a Risk Retention Consultation Party, upon non-binding consultation with the Risk Retention Consultation Parties in accordance
with the procedures set forth in Section 6.08, after receipt of the Major Decision Reporting Package, and such consultation
shall be deemed to have occurred, if a response to the request for consultation is not provided within ten (10) Business Days,
and (ii) the Special Servicer has obtained Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable
rating agency that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of
any class of Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25) if such Mortgage Loan (A) has an outstanding principal balance that is greater than or equal
to 2% of the Stated Principal Balance of the outstanding Mortgage Loans or (B) has an LTV Ratio greater than 85% (including
any existing and proposed debt) or (C) has a Debt Service Coverage Ratio less than 1.20x (in each case, determined based upon
the aggregate of the Stated Principal Balance of the Mortgage Loan and related Companion Loan, if any, and the principal amount
of the proposed additional lien) or (D) is one of the ten largest Mortgage Loans (by Stated Principal Balance) or (E) has
a Stated Principal Balance greater than $35,000,000; provided, however, that with respect to subclauses (A),
(B), (C) and (D) of this subclause (ii), such Mortgage Loan shall also have a Stated Principal
Balance of at least $10,000,000 for such Rating Agency Confirmation requirement to apply.


 


In connection with any
request for a Rating Agency Confirmation from a Rating Agency (or, with respect to any Serviced Companion Loan Securities, the
related rating agencies) pursuant to this Section 3.08(b), the Master Servicer or the Special Servicer that is processing
the related action, as applicable, shall (if not already provided in accordance with Section 3.25 of this Agreement)
deliver a Review Package to the 17g-5 Information Provider (or,


 






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with
respect to any Serviced Companion Loan Securities, the related 17g-5 information provider) in accordance with Section 3.25
of this Agreement.


 


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


 


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


 


Nothing in this Section 3.08
shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage
Loan, any sale or other transfer of the related Mortgaged Property or the creation of any additional lien or other encumbrance
with respect to such Mortgaged Property.


 


(c)            
Except as otherwise permitted by Section 3.08(a) and (b) and/or Section 3.18, neither the
Master Servicer nor the Special Servicer shall agree to modify, waive or amend any term of any Mortgage Loan and related Serviced
Companion Loan, as applicable, in connection with the taking of, or the failure to take, any action pursuant to this Section 3.08.
The Master Servicer and the Special Servicer, as applicable, shall provide copies of any final waivers (except with respect to
provision of any such waivers to the 17g-5 Information Provider, exclusive of any Privileged Information) it effects pursuant
to Section 3.08(a) or (b) to each other and to the 17g-5 Information Provider with respect to each Mortgage
Loan, and shall notify the Trustee, the Certificate Administrator, each other and, subject to the terms of this Agreement, the
17g-5 Information Provider (for posting to the 17g-5 Information Provider’s Website in accordance with Section 3.25)
and, with respect to a Whole Loan, the related Serviced Companion Noteholder, of any assumption or substitution agreement executed
pursuant to Section 3.08(a) or (b) and shall forward thereto a copy of such agreement.


 


(d)           
[Reserved].


 


(e)            
[Reserved].


 






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(f)            
Notwithstanding the foregoing provisions of this Section 3.08, if the Master Servicer or the Special Servicer,
as applicable, makes a determination under Sections 3.08(a) or 3.08(b) hereof that the applicable conditions
in the related Mortgage Loan or Companion Loan documents, as applicable, with respect to assumptions or encumbrances permitted
without the consent of the mortgagee have been satisfied, the applicable assumptions and transfers may be subject to an assumption
or other fee, unless such fees are otherwise prohibited pursuant to the Mortgage Loan documents; provided that any such
fee not provided for in the Mortgage Loan documents does not constitute a “significant” change in yield pursuant to
Treasury Regulations Section 1.1001-3(e)(2).


 


Section 3.09      
Realization Upon Defaulted Loans and Companion Loans. (a)  Upon an event of default under the Mortgage
Loan documents related to a Serviced Whole Loan or a Serviced Mortgage Loan with mezzanine debt, the Master Servicer shall promptly
provide written notice to the related Companion Holder or mezzanine lender, as applicable, with a copy of such notice to the Special
Servicer. The Special Servicer shall, subject to subsections (b) through (d) of this Section 3.09,
Section 3.24, and any Companion Holder or mezzanine lender’s rights under the related Intercreditor Agreement
(in the case of a Serviced Whole Loan, on behalf of the holders of the beneficial interest of the related Companion Loan) or this
Agreement, exercise reasonable efforts, consistent with the Servicing Standard, to, at any time, institute foreclosure proceedings,
exercise any power of sale contained in the related Mortgage, obtain a deed in lieu of foreclosure, or otherwise acquire title
to the related Mortgaged Property or comparably convert (which may include an REO Acquisition) the ownership of property securing
any such Mortgage Loan (other than any Non-Serviced Mortgage Loan) and related Companion Loan, if any, as come into and continue
in default as to which no satisfactory arrangements (including by way of a discounted pay-off) can be made for collection of delinquent
payments, and which are not released from the Trust Fund pursuant to any other provision hereof. The foregoing is subject to the
provision that, in any case in which a Mortgaged Property shall have suffered damage from an Uninsured Cause, the Master Servicer
or the Special Servicer shall not be required to make a Servicing Advance and expend funds toward the restoration of such property
unless the Special Servicer has determined in its reasonable discretion that such restoration will increase the net proceeds of
liquidation of such Mortgaged Property to Certificateholders after reimbursement to the Master Servicer or the Special Servicer,
as applicable, for such Servicing Advance, and the Master Servicer or the Special Servicer has not determined that such Servicing
Advance together with accrued and unpaid interest thereon would constitute a Nonrecoverable Advance. The costs and expenses incurred
by the Special Servicer in any such proceedings shall be advanced by the Master Servicer; provided that, in each case, such
cost or expense would not, if incurred, constitute a Nonrecoverable Servicing Advance. Nothing contained in this Section 3.09
shall be construed so as to require the Master Servicer or the Special Servicer, on behalf of the Trust, to make an offer on any
Mortgaged Property at a foreclosure sale or similar proceeding that is in excess of the fair market value of such property, as
determined by the Master Servicer or the Special Servicer in its reasonable judgment taking into account the factors described
in Section 3.16(b) and the results of any Appraisal obtained pursuant to the following sentence, all such offers to
be made in a manner consistent with the Servicing Standard. If and when the Special Servicer or the Master Servicer deems it necessary
and prudent for purposes of establishing the fair market value of any Mortgaged Property securing a Defaulted Loan or any related
defaulted Companion Loan, whether for purposes of making an offer at foreclosure or otherwise, the Special Servicer


 






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or
the Master Servicer, as the case may be, is authorized to have an Appraisal performed with respect to such property by an Independent
MAI-designated appraiser the cost of which shall be paid by the Master Servicer as a Servicing Advance.


 


(b)           
The Special Servicer shall not acquire any personal property pursuant to this Section 3.09 unless either:


 


(i)            
such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by the Special Servicer; or


 


(ii)            
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Master Servicer as
a Servicing Advance) to the effect that the holding of such personal property by the Trust (to the extent not allocable to the
related Companion Loan) will not cause an Adverse REMIC Event to occur.


 


(c)            
Notwithstanding the foregoing provisions of this Section 3.09 and Section 3.24, neither the Master
Servicer nor the Special Servicer shall, on behalf of the Trustee, obtain title to a Mortgaged Property in lieu of foreclosure
or otherwise, or take any other action with respect to any Mortgaged Property, if, as a result of any such action, the Trustee,
on behalf of the Certificateholders and/or any related Companion Holder, would be considered to hold title to, to be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of CERCLA or any comparable
law, unless (as evidenced by an Officer’s Certificate to such effect delivered to the Trustee) the Special Servicer has previously
determined in accordance with the Servicing Standard, based on an Environmental Assessment of such Mortgaged Property performed
by an Independent Person who regularly conducts Environmental Assessments and performed within six (6) months prior to any such
acquisition of title or other action, that:


 


(i)            
such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to any Serviced Whole Loan,
the related Companion Holders), as a collective whole as if such Certificateholders and, if applicable, Companion Holders constituted
a single lender, to take such actions as are necessary to bring such Mortgaged Property in compliance with such laws, and


 


(ii)            
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any hazardous
materials for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently
effective federal, state or local law or regulation, or that, if any such hazardous materials are present for which such action
could be required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Companion Holders), as a collective whole as if such Certificateholders and,
if applicable, Companion Holders constituted a single lender, to take such actions with respect to the affected Mortgaged Property.


 






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The cost of any such
Environmental Assessment shall be paid by the Master Servicer as a Servicing Advance and the cost of any remedial, corrective or
other further action contemplated by clause (i) and/or clause (ii) of the preceding sentence shall be paid
by the Master Servicer as a Servicing Advance, unless it is a Nonrecoverable Servicing Advance (in which case it shall be an expense
of the Trust and, in the case of a Serviced Whole Loan, shall be withdrawn in accordance with the related Intercreditor Agreement
by the Master Servicer from the Collection Account, including from the Companion Distribution Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)); and if any such Environmental
Assessment so warrants, the Special Servicer shall, except with respect to any Companion Loan and any Environmental Assessment
ordered after such Mortgage Loan has been paid in full, perform such additional environmental testing at the expense of the Trust
as it deems necessary and prudent to determine whether the conditions described in clauses (i) and (ii) of the
preceding sentence have been satisfied. With respect to Non-Specially Serviced Loans, the Master Servicer and, with respect
to Specially Serviced Loans, the Special Servicer (other than any Non-Serviced Mortgage Loan) shall review and be familiar
with the terms and conditions relating to enforcing claims and shall monitor the dates by which any claim or action must be taken
(including delivering any notices to the insurer and using reasonable efforts to perform any actions required under such policy)
under each environmental insurance policy in effect and obtained on behalf of the mortgagee to receive the maximum proceeds available
under such policy for the benefit of the Certificateholders and the Trustee (as holder of the Lower-Tier Regular Interests).


 


(d)           
If (i) the environmental testing contemplated by subsection (c) above establishes that either of the conditions
set forth in clauses (i) and (ii) of subsection (c) above of the first sentence thereof has not
been satisfied with respect to any Mortgaged Property securing a Defaulted Loan and, in the case of a Serviced Mortgage Loan, any
related Companion Loan, and (ii) there has been no breach of any of the representations and warranties set forth in or required
to be made pursuant to Section 6 of each of the Mortgage Loan Purchase Agreements for which the applicable Mortgage Loan Seller
could be required to repurchase such Defaulted Loan pursuant to Section 6 of the applicable Mortgage Loan Purchase Agreement,
then the Special Servicer shall take such action as it deems to be in the best economic interest of the Trust (other than proceeding
to acquire title to the Mortgaged Property) and is hereby authorized, at such time as it deems appropriate, to release such Mortgaged
Property from the lien of the related Mortgage, provided that, if such Mortgage Loan has a then-outstanding principal balance
of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the related Mortgage,
(i) the Special Servicer shall have notified in writing the Rating Agencies, the Trustee, the Certificate Administrator, the
Master Servicer and the Risk Retention Consultation Parties, in writing of its intention to so release such Mortgaged Property
and the bases for such intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s
intention to so release such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 3.13(b)
and (iii) the Holders of Certificates entitled to a majority of the Voting Rights shall have consented or have been deemed to have
consented to such release within thirty (30) days of the Certificate Administrator’s posting such notice to the Certificate
Administrator’s Website (failure to respond by the end of such 30-day period being deemed consent of the Holders of the
Certificates). To the extent any fee charged by any Rating Agency in connection with rendering such written confirmation is not
paid by the related Mortgagor, such fee is to be an expense of the Trust; provided that the Special Servicer shall use


 






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commercially
reasonable efforts to collect such fee from the Mortgagor to the extent permitted under the related Mortgage Loan documents.


 


(e)            
The Special Servicer shall provide written reports and a copy of any Environmental Assessments in electronic format to the
Risk Retention Consultation Parties, the Master Servicer and the 17g-5 Information Provider monthly regarding any actions taken
by the Special Servicer with respect to any Mortgaged Property securing a Defaulted Loan or defaulted Companion Loan as to which
the environmental testing contemplated in subsection (c) above has revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier
to occur of satisfaction of both such conditions, repurchase of the related Mortgage Loan by the applicable Mortgage Loan Seller
or release of the lien of the related Mortgage on such Mortgaged Property.


 


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


 


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


 


(h)           
The Special Servicer shall maintain accurate records, prepared by one of its Servicing Officers, of each Final Recovery
Determination in respect of a Defaulted Loan (other than with respect to a Non-Serviced Mortgage Loan) or defaulted Companion Loan
or any REO Property (other than any Non-Serviced Mortgaged Property) and the basis thereof. Each Final Recovery Determination shall
be evidenced by an Officer’s Certificate promptly delivered to the Trustee, the Certificate Administrator and the Master
Servicer and in no event later than the next succeeding P&I Advance Determination Date.


 


(i)             
With respect to Serviced Mortgage Loans, the Special Servicer shall not foreclose upon or otherwise cause the Trust to acquire
ownership of any collateral (other than “foreclosure property” within the meaning of the REMIC Provisions) on behalf
of any Trust REMIC unless (i) it receives an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Servicing
Advance unless the Servicer determines that such Servicing Advance would constitute a Nonrecoverable Advance) to the effect that
such acquisition will not cause the imposition of a tax on any Trust REMIC (other than a tax on “net income from foreclosure
property” under Code Section 860G(c)) under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC at
any time that the Certificates are outstanding, or (ii) in the case of the membership interests in a partnership or limited liability
company only, both (A) the


 






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Special
Servicer obtains all of the equity interests in such partnership or limited liability company so that such entity becomes disregarded
as an entity separate from the holder of such equity for income tax purposes and (B) the assets of such entity consists of “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).  Notwithstanding the foregoing, the Special Servicer may, on behalf of the Trust
Fund but not on behalf of any Trust REMIC, obtain title to (i) membership interests in a partnership or limited liability company
for which the foregoing requirements are not satisfied or (ii) a tax increment financing represented by a promissory note (“TIF”);
provided, in which event such membership interests or such TIF shall be deemed not to be an asset of any Trust REMIC and all amounts
received with respect to such membership interests or such TIF shall be treated as payable to the Trust REMICs as credit enhancement
amounts within the meaning of the REMIC Provisions.


 


Section 3.10      
Trustee and Custodian to Cooperate; Release of Mortgage Files. (a)  Upon the payment in full of any Mortgage
Loan (other than a Non-Serviced Mortgage Loan), or the receipt by the Master Servicer or the Special Servicer, as the case
may be, of a notification that payment in full shall be escrowed in a manner customary for such purposes, the Master Servicer or
the Special Servicer, as the case may be, will promptly notify the Trustee and the Custodian and request delivery of the related
Mortgage File. Any such notice and request shall be in the form of a Request for Release signed by a Servicing Officer and shall
include a statement to the effect that all amounts received or to be received in connection with such payment which are required
to be deposited in the Collection Account pursuant to Section 3.04(a) or remitted to the Master Servicer to enable
such deposit, have been or will be so deposited. Within seven (7) Business Days (or within such shorter period as release can reasonably
be accomplished if the Master Servicer or the Special Servicer notifies the Custodian of an exigency) of receipt of such notice
and request, the Custodian shall release the related Mortgage File to the Master Servicer or the Special Servicer, as the case
may be; provided that in the case of the payment in full of a Serviced Companion Loan or its related Mortgage Loan, the
related Mortgage File shall not be released by the Custodian unless the related Serviced Whole Loan is paid in full. No expenses
incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the Collection Account.


 


(b)           
From time to time as is appropriate for servicing or foreclosure of any Mortgage Loan (other than any Non-Serviced Mortgage
Loan) (and any related Companion Loan), the Master Servicer or the Special Servicer shall deliver to the Custodian a Request for
Release signed by a Servicing Officer. Upon receipt of the foregoing, the Custodian shall deliver the Mortgage File or any document
therein to the Master Servicer or the Special Servicer (or a designee), as the case may be. Upon return of such Mortgage File or
such document to the Custodian, or the delivery to the Trustee and the Custodian of a certificate of a Servicing Officer of the
Master Servicer or the Special Servicer, as the case may be, stating that such Mortgage Loan (and, in the case of a Serviced Whole
Loan, the related Companion Loan), was liquidated and that all amounts received or to be received in connection with such liquidation
which are required to be deposited into the Collection Account (including amounts related to the related Companion Loan, if applicable)
pursuant to Section 3.04(a) have been or will be so deposited, or that such Mortgage Loan has become an REO Property,
a copy of the Request for Release shall be released by the Custodian to the Master Servicer or the Special Servicer (or a designee),
as the case may be, with the original being released upon termination of the Trust.


 






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(c)            
Within seven (7) Business Days (or within such shorter period as delivery can reasonably be accomplished if the Special
Servicer notifies the Trustee of an exigency) of receipt thereof, the Trustee shall execute and deliver to the Special Servicer
any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure or trustee’s sale
in respect of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Note
(including any note evidencing a related Companion Loan) or Mortgage or to obtain a deficiency judgment, or to enforce any other
remedies or rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. The Special Servicer shall
be responsible for the preparation of all such documents and pleadings. When submitted to the Trustee for signature, such documents
or pleadings shall be accompanied by a certificate of a Servicing Officer requesting that such pleadings or documents be executed
by the Trustee and certifying as to the reason such documents or pleadings are required and that the execution and delivery thereof
by the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon
completion of the foreclosure or trustee’s sale. The Trustee shall not be required to review such documents for their sufficiency
or enforceability.


 


With respect to each
Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related Intercreditor
Agreement and the related Non-Serviced PSA, and as appropriate for enforcing the terms of such Servicing Shift Whole Loan, as applicable,
the related Non-Serviced Master Servicer requests in writing delivery to it of the original Note, then the Custodian shall release
or cause the release of such original Note to the related Non-Serviced Master Servicer or its designee.


 


(d)           
If, from time to time, pursuant to the terms of the applicable Non-Serviced Intercreditor Agreement and the applicable
Non-Serviced PSA, and as appropriate for enforcing the terms of a Non-Serviced Mortgage Loan, the applicable Non-Serviced
Master Servicer requests delivery to it of the original Mortgage Note for a Non-Serviced Mortgage Loan, then the Custodian
shall release or cause the release of such original Mortgage Note to such Non-Serviced Master Servicer or its designee.


 


Section 3.11      
Servicing Compensation. (a)  As compensation for its activities hereunder, the Master Servicer shall be
entitled to receive the Servicing Fee with respect to each Mortgage Loan, Serviced Companion Loan and REO Loan (other than the
portion of any REO Loan related to any Non-Serviced Companion Loan) (including Specially Serviced Loans and any Non-Serviced Mortgage
Loan constituting a “specially serviced loan” under any related Non-Serviced PSA). As to each Mortgage Loan, Companion
Loan and REO Loan, the Servicing Fee shall accrue from time to time at the Servicing Fee Rate and shall be computed on the basis
of the Stated Principal Balance of such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and in the same manner as
interest is calculated on such Mortgage Loan, Companion Loan or REO Loan, as the case may be, and, in connection with any partial
month interest payment, for the same period respecting which any related interest payment due on such Mortgage Loan or Companion
Loan or deemed to be due on such REO Loan is computed. The Servicing Fee with respect to any Mortgage Loan, Companion Loan or REO
Loan shall cease to accrue if a Liquidation Event occurs with respect to the related Mortgage Loan, except that if such Mortgage
Loan is part of a Serviced Whole Loan and such Serviced Whole Loan continues to be serviced and administered under this Agreement
notwithstanding such Liquidation Event,


 






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then
the applicable Servicing Fee shall continue to accrue and be payable as if such Liquidation Event did not occur. The Servicing
Fee shall be payable monthly, on a loan-by-loan basis, from payments of interest on each Mortgage Loan, Companion Loan
and REO Revenues allocable as interest on each REO Loan, and as otherwise provided by Section 3.05(a). The Master
Servicer shall be entitled to recover unpaid Servicing Fees in respect of any Mortgage Loan, Companion Loan or REO Loan out of
that portion of related payments, Insurance and Condemnation Proceeds, Liquidation Proceeds and REO Revenues (in the case of an
REO Loan) allocable as recoveries of interest, to the extent permitted by Section 3.05(a). Except as set forth in
the next two sentences, the third paragraph of this Section 3.11(a), Section 6.03, Section 6.05
and Section 7.01(c), the right to receive the Servicing Fee may not be transferred in whole or in part (except
in connection with a transfer of all of the Master Servicer’s duties and obligations hereunder to a successor servicer in
accordance with the terms hereof). With respect to each Serviced Pari Passu Companion Loan, the Servicing Fee shall be payable
to the Master Servicer from amounts payable in respect of such Serviced Pari Passu Companion Loan, subject to the terms of the
related Intercreditor Agreement.


 


The Master Servicer shall
be entitled to retain, and shall not be required to deposit in the Collection Account pursuant to Section 3.04(a),
additional servicing compensation (other than with respect to a Non-Serviced Mortgage Loan) in the form of the following amounts
to the extent collected from the related Mortgagor: (i) 100% of Excess Modification Fees related to any consents, modifications,
waivers, extensions or amendments of any Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the
extent not prohibited by the related Intercreditor Agreement) that are Master Servicer Decisions; (ii) 50% of Excess Modification
Fees related to any consents, modifications, waivers, extensions or amendments of any Non-Specially Serviced Loans (including
any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) that are Major Decisions,
regardless of who processes such decision; (iii) 100% of all assumption application fees received on Non-Specially Serviced
Loans (including any related Serviced Companion Loan, to the extent not prohibited by the related Intercreditor Agreement) to the
extent the Master Servicer is processing the underlying transaction and 100% of all defeasance fees (provided that for the
avoidance of doubt, any such defeasance fee shall not include any Modification Fees or waiver fees in connection with a defeasance
that the Special Servicer is entitled to under this Agreement); (iv) 100% of assumption, waiver, consent, earnout and processing
fees and similar fees pursuant to Section 3.08 and Section 3.18 or other actions performed in connection
with this Agreement on the Non-Specially Serviced Loans (including any related Serviced Companion Loan, to the extent not prohibited
by the related Intercreditor Agreement) that are Master Servicer Decisions; provided that with respect to such transactions,
the consent of the Special Servicer is not required to take such actions; (v) 50% of all assumption, waiver, consent and earnout
fees and similar fees (other than assumption application and defeasance fees), pursuant to Section 3.08 and Section 3.18
on any Non-Specially Serviced Loan (including any related Serviced Companion Loan, to the extent not prohibited by the related
Intercreditor Agreement) where the action is a Major Decision (whether or not processed by the Special Servicer). In addition,
the Master Servicer shall be entitled to retain as additional servicing compensation (other than with respect to a Non-Serviced
Mortgage Loan) any reasonable review fees for processing Mortgagor requests, beneficiary statements or demands, to the extent such
beneficiary statements or demands were prepared by the Master Servicer, and other customary charges, in each case only to the extent
actually paid by the related Mortgagor and shall not be required to


 






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deposit
such amounts in the Collection Account or the Companion Distribution Account pursuant to Section 3.04(a) or Section 3.04(b),
respectively, any and all amounts collected for checks returned for insufficient funds relating to the accounts held by the Master
Servicer and late payment charges and default interest paid by the Mortgagors (that accrued while the related Mortgage Loans (other
than any Non-Serviced Mortgage Loan) or any related Serviced Companion Loan (to the extent not prohibited by the related Intercreditor
Agreement) were not Specially Serviced Loans), but only to the extent such late payment charges and default interest are not needed
to pay interest on Advances or certain additional trust fund expenses incurred with respect to the related Mortgage Loan or, if
provided under the related Intercreditor Agreement, any related Serviced Companion Loan since the Closing Date. Subject to Section 3.11(d),
the Master Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the
extent provided in Section 3.11(d), (ii) interest or other income earned on deposits relating to the Trust Fund
in the Collection Account or the Companion Distribution Account in accordance with Section 3.06(b) (but only to the
extent of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the Master Servicer Remittance Date related to the current Distribution Date), (iii) interest or other
income earned on deposits in the Servicing Account which are not required by applicable law or the related Mortgage Loan to be
paid to the Mortgagor and (iv) the difference, if positive, between Prepayment Interest Excess and Prepayment Interest Shortfalls
collected on the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and any Serviced Companion Loan, during the related
Collection Period to the extent not required to be paid as Compensating Interest Payments. The Master Servicer shall be required
to pay out of its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without
limitation, payment of any amounts due and owing to any of its Sub-Servicers and the premiums for any blanket Insurance Policy
insuring against hazard losses pursuant to Section 3.07), if and to the extent such expenses are not payable directly
out of the Collection Account and the Master Servicer shall not be entitled to reimbursement therefor except as expressly provided
in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the
Master Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce
or elect not to charge its respective portion of such fee; provided that (without the consent of the affected party) (A) neither
the Master 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 Master 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 Master Servicer
decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to
which the Special Servicer would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not
be entitled to any of such fee charged by the Special Servicer.


 


Notwithstanding anything
herein to the contrary, the Master Servicer and the Special Servicer shall each be entitled to charge and retain reasonable review
fees in connection with any Mortgagor request to the extent such fees are not prohibited under the related Mortgage Loan documents
and are actually paid by or on behalf of the related Mortgagor. Notwithstanding


 






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anything
herein to the contrary, Midland Loan Services, a Division of PNC Bank, National Association may, at its option, assign or pledge
to any third party or retain for itself the Transferable Servicing Interest; provided, however, that in the event
of any resignation or termination of such Master Servicer, all or any portion of the Transferable Servicing Interest may be reduced
by the Trustee to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to obtain a qualified
successor master servicer that meets the requirements of Section 6.05 and who requires market-rate servicing compensation
that accrues at a per annum rate in excess of the Retained Fee Rate, and any such assignment of the Transferable Servicing
Interest shall, by its terms be expressly subject to the terms of this Agreement and such reduction. The Master Servicer shall
pay the Transferable Servicing Interest to the holder of the Transferable Servicing Interest at such time and to the extent the
Master Servicer is entitled to receive payment of its Servicing Fees hereunder, notwithstanding any resignation or termination
of Midland Loan Services, a Division of PNC Bank, National Association hereunder (subject to reduction pursuant to the preceding
sentence).


 


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


 


(c)            
Additional servicing compensation in the form of (i) 100% of all Excess Modification Fees related to modifications,
waivers, extensions or amendments of any Specially Serviced Loans, (ii) 100% of all assumption application fees and assumption
fees and other related fees received on any Specially Serviced Loans and 100% of such assumption application fees and other related
fees for all Non-Specially Serviced Loans to the extent the Special Servicer is processing the underlying assumption transaction,
(iii) 100% of waiver, consent and earnout fees and similar fees, pursuant to Section 3.08 and Section 3.18
or other actions performed in connection with this Agreement on the Specially Serviced Loans or certain other similar fees paid
by the related Mortgagor, (iv) 50% of all Excess Modification Fees and assumption, consent and earnout fees and similar fees pursuant
to Section 3.08 or Section 3.18 or other actions performed in connection with this Agreement and 50% of
all earnout fees received in all cases with respect to all Non-Specially Serviced Loans (including any related Serviced Companion
Loan, to the extent not prohibited by the related Intercreditor Agreement) to the extent the matter involves a Major Decision,
regardless of who processes such decision, (v) late


 






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payment
charges and default interest paid by the Mortgagors and accrued while the related Mortgage Loans (including the related Companion
Loan, if applicable, and to the extent not prohibited by the related Intercreditor Agreement) were Specially Serviced Loans and
that are not needed to pay interest on Advances or certain additional trust fund expenses (other than Special Servicing Fees,
Workout Fees and Liquidation Fees) with respect to the related Mortgage Loan (including the related Companion Loan, if applicable,
to the extent not prohibited by the related Intercreditor Agreement) since the Closing Date, (vi) with respect to accounts held
by the Special Servicer, 100% of charges by the special servicer collected for checks returned for insufficient funds and (vii)
100% of charges for beneficiary statements or demands actually paid by the Mortgagors to the extent such beneficiary statements
or demands were prepared by the Special Servicer, shall be promptly paid to the Special Servicer by the Master Servicer (or directly
from the related Mortgagor) to the extent such fees are paid by the Mortgagor and shall not be required to be deposited in the
Collection Account pursuant to Section 3.04(a). Notwithstanding the foregoing, the Special Servicer may also charge
reasonable review fees in connection with any Mortgagor request to the extent actually paid by the Mortgagor. Subject to Section 3.11(d),
the Special Servicer shall also be entitled to additional servicing compensation in the form of: (i) Penalty Charges to the
extent provided in Section 3.11(d) and (ii) interest or other income earned on deposits relating to the Trust
Fund in the REO Account and Loss of Value Reserve Fund in accordance with Section 3.06(b) (but only to the extent
of the Net Investment Earnings, if any, with respect to such account for the period from and including the prior Distribution
Date to and including the Master Servicer Remittance Date related to such Distribution Date). In addition, the Special Servicer
shall be entitled to charge any Mortgagor for, and retain as additional servicing compensation (other than with respect to any
Non-Serviced Mortgage Loan), reasonable review fees in connection with any Mortgagor request to the extent such review fees are
not prohibited under the related Mortgage Loan documents, and are actually paid by or on behalf of the related Mortgagor. The
Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee equal to the lesser
of (i) the amount calculated with respect to each Corrected Loan at the Workout Fee Rate on such Corrected Loan for so long as
it remains a Corrected Loan and (ii) $1,000,000 in the aggregate with respect to any particular workout of a Corrected Loan; provided,
however, that after receipt by the Special Servicer of Workout Fees with respect to such Corrected Loan in an amount equal
to $25,000, any Workout Fees in excess of such amount shall be reduced by the Excess Modification Fee Amount; provided, further,
however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee Rate
is less than $25,000, then the Special Servicer shall be entitled to an amount from the final payment on the related Corrected
Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer
in respect of that Corrected Loan (including any related Serviced Companion Loan) to be $25,000. The Workout Fee shall be reduced
(but not below zero) pursuant to the preceding sentence with respect to each collection on such Corrected Loan from which fee
would otherwise be payable until an amount equal to such Excess Modification Fee Amount has been deducted in full. The Workout
Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided
that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. The Special
Servicer shall not be entitled to any Workout Fee with respect to a Non-Serviced Mortgage Loan. If the Special Servicer is
terminated (other than for cause) or resigns, it shall retain the right to receive any and all


  



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Workout Fees payable in respect
of Mortgage Loans or any related Companion Loan that became Corrected Loans prior to the time of that termination or resignation
except the Workout Fees will no longer be payable if the Corrected Loan subsequently becomes a Specially Serviced Loan. If the
Special Servicer resigns or is terminated (other than for cause), it will receive any Workout Fees payable on Specially Serviced
Loans for which the resigning or terminated Special Servicer had determined to grant a forbearance or cured the event of default
through a modification, restructuring or workout negotiated by the Special Servicer and evidenced by a signed writing, but which
had not as of the time the Special Servicer resigned or was terminated become a Corrected Loan solely because the Mortgagor had
not had sufficient time to make three consecutive timely Periodic Payments and which subsequently becomes a Corrected Loan as
a result of the Mortgagor making such three consecutive timely Periodic Payments. The successor special servicer will not be entitled
to any portion of such Workout Fees. The Special Servicer will not be entitled to receive any Workout Fees after termination for
cause. A Liquidation Fee will be payable with respect to each Specially Serviced Loan (other than a Non-Serviced Mortgage
Loan) or REO Property (other than a Non-Serviced Mortgaged Property) as to which the Special Servicer receives any Liquidation
Proceeds or Insurance and Condemnation Proceeds subject to the exceptions set forth in the definition of Liquidation Fee (such
Liquidation Fee to be paid out of such Liquidation Proceeds, Insurance and Condemnation Proceeds). If, however, Liquidation Proceeds
or Insurance and Condemnation Proceeds are received with respect to any Corrected Loan and the Special Servicer is properly entitled
to a Workout Fee, such Workout Fee will be payable based on and out of the portion of such Liquidation Proceeds and Insurance
and Condemnation Proceeds that constitute principal and/or interest on such Mortgage Loan. Notwithstanding anything herein to
the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both, with respect
to proceeds on any Mortgage Loan. Notwithstanding the foregoing, with respect to any Companion Loan, the Liquidation Fee, Workout
Fee and Special Servicing Fees, if any, will be computed as provided in the related Intercreditor Agreement or to the extent such
Intercreditor Agreement is silent or refers to this Agreement or indicates such fees are paid in accordance with this Agreement,
as provided herein as though such Companion Loan were a Mortgage Loan. Subject to Section 3.11(d), the Special Servicer
will also be entitled to additional fees in the form of Penalty Charges. The Special Servicer shall be required to pay out of
its own funds all expenses incurred by it in connection with its servicing activities hereunder (including, without limitation,
payment of any amounts, other than management fees in respect of REO Properties, due and owing to any of its Sub-Servicers
and the premiums for any blanket Insurance Policy obtained by it insuring against hazard losses pursuant to Section 3.07),
if and to the extent such expenses are not expressly payable directly out of the Collection Account or the REO Account, and the
Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.


 


With respect to any of
the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion thereof, the
Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not to charge its
respective portion of such fee; provided that (A) neither the Master 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 Master
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


 






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part
of the other party’s portion of such fee.  If the Master Servicer decides not to charge any fee, the Special Servicer
shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled
if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special
Servicer.


 


With respect to a Mortgage
Loan (or Serviced Companion Loan) that is a Specially Serviced Loan solely because of an event described in clause (iv) or (x)
of the definition of “Servicing Transfer Event”, the Special Servicer shall not be entitled to a Workout Fee or any
fee payable by the related Mortgagor only during any Imminent Default Workout Fee Restricted Period. Thereafter, the Special Servicer
shall be entitled to any Workout Fee or any other fee payable by the related Mortgagor and due the Special Servicer in accordance
with the terms of this Agreement.


 


With respect to a Mortgage
Loan (or Serviced Companion Loan) that is a Specially Serviced Loan solely because of an event described in clause (iv) of the
definition of “Servicing Transfer Event”, the Special Servicer shall not be entitled to a Liquidation Fee or any fee
payable by the related Mortgagor only during any Imminent Default Liquidation Fee Restricted Period. Thereafter, the Special Servicer
shall be entitled to any Liquidation Fee or any other fee payable by the related Mortgagor and due the Special Servicer in accordance
with the terms of this Agreement.


 


(d)           
In determining the compensation of the Master Servicer or the Special Servicer, as applicable, with respect to Penalty Charges,
on any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan (other than a Non-Serviced Mortgage Loan)
and any related Companion Loan since the prior Distribution Date shall be applied (in such order) to reimburse (i) the Master
Servicer, the Special Servicer or the Trustee for interest on Advances on such Mortgage Loan or related Companion Loan, if applicable
(and, in connection with a Non-Serviced Mortgage Loan, the applicable Non-Serviced Master Servicer, the applicable Non-Serviced
Special Servicer or the applicable Non-Serviced Trustee for interest on the Servicing Advances made by any such party with
respect to a Non-Serviced Whole Loan pursuant to the applicable Non-Serviced PSA, to the extent not prohibited by the applicable
Non-Serviced Intercreditor Agreement) due on such Distribution Date, (ii) the Trust for all interest on Advances previously
paid to the Master Servicer or the Trustee pursuant to Section 3.05(a)(vi) hereof (and, in connection with a Non-Serviced
Mortgage Loan, the related trust for all interest on Servicing Advances reimbursed by such trust to any party under the applicable
Non-Serviced PSA, which resulted in an additional expense for the Trust, to the extent not prohibited by the applicable Non-Serviced
Intercreditor Agreement) with respect to such Mortgage Loan or related Companion Loan, if applicable and (iii) the Trust for
all additional expenses of the Trust (other than Special Servicing Fees, Workout Fees and Liquidation Fees), including without
limitation, inspections by the Special Servicer and all unpaid Advances incurred since the Closing Date with respect to such Mortgage
Loan. Penalty Charges (other than with respect to a Non-Serviced Mortgage Loan, which shall be payable as additional servicing
compensation under the related Non-Serviced PSA) remaining thereafter shall be distributed to the Master Servicer, if and to the
extent accrued while such Mortgage Loan and any related Companion Loan was a Non-Specially Serviced Loan, and to the Special
Servicer, if and to the extent accrued on such Mortgage Loan during the period such Mortgage Loan was a Specially Serviced Loan
or REO Loan. Any Penalty Charges paid or payable as additional


 






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servicing
compensation to the Master Servicer and the Special Servicer shall be distributed between the Master Servicer and the Special
Servicer, on a pro rata basis, based on the Master Servicer’s and Special Servicer’s respective entitlements
to such compensation described in the previous sentence. Notwithstanding the foregoing, Penalty Charges with respect to any Companion
Loan will be allocated pursuant to the applicable Intercreditor Agreement after payment of all related Advances and interest thereon
and additional expenses of the Trust in accordance with this Section 3.11(d).


 


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


 


If a Servicing Shift
Whole Loan is being specially serviced on the applicable Servicing Shift Securitization Date, the Special Servicer shall be entitled
to compensation for the period during which it acted as Special Servicer with respect to such Whole Loan, including its share of
any liquidation or workout fees and any additional servicing compensation as well as all surviving indemnity and other rights in
respect of such special servicing role under this Agreement.


 


(e)            
With respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Master Servicer
within two (2) Business Days following the Determination Date, and the Master Servicer shall deliver, to the extent it has received,
to the Certificate Administrator, without charge and on the Master Servicer Remittance Date, an electronic report (which may include
HTML, Word or Excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator and the Special Servicer) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees
received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date; provided that
no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.


 


(f)            
The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing
arrangement) from any Person (including, without limitation, the Trust, any Mortgagor, any property manager, any guarantor or indemnitor
in respect of a Mortgage Loan and any purchaser of any Mortgage Loan or REO Property) in connection with the disposition, workout
or


 






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foreclosure
of any Mortgage Loan, the management or disposition of any REO Property, or the performance of any other special servicing duties
under this Agreement, other than as expressly provided in this Section 3.11; provided that such prohibition
shall not apply to Permitted Special Servicer/Affiliate Fees.


 


(g)           
Pursuant to the CREFC® License Agreement, CREFC® shall be paid (according to the payment instructions
set forth on Exhibit JJ hereto or such other payment instructions as CREFC® may provide to the Master
Servicer in writing at least two (2) Business Days prior to the Master Servicer Remittance Date) the CREFC® Intellectual
Property Royalty License Fee on a monthly basis. The Master Servicer shall withdraw from the Collection Account and, to the extent
sufficient funds are on deposit therein, pay the CREFC® Intellectual Property Royalty License Fee to CREFC®
in accordance with Section 3.05(a)(xii) on a monthly basis, from funds on deposit in the Collection Account.


 


Section 3.12      
Inspections; Collection of Financial Statements. (a)  The Master Servicer shall perform (at its own expense),
or shall cause to be performed (at its own expense), a physical inspection of each Mortgaged Property relating to a Mortgage Loan
(other than a Non-Serviced Mortgage Loan or a Specially Serviced Loan) with a Stated Principal Balance of (i) $2,000,000 or
more at least once every twelve (12) months and (ii) less than $2,000,000 at least once every twenty-four (24) months,
in each case, commencing in the calendar year 2021; provided, however, that if a physical inspection has been performed
by the Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the
Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform or cause to be performed,
such physical inspection; provided, further, that if any scheduled payment becomes more than sixty (60) days delinquent
on the related Mortgage Loan, the Special Servicer shall inspect or cause to be inspected the related Mortgaged Property as soon
as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter for so long as such Mortgage
Loan remains a Specially Serviced Loan. The cost of such inspection by the Special Servicer pursuant to the second proviso of the
immediately preceding sentence shall be an expense of the Trust, and, to the extent not paid by the related Mortgagor, reimbursed
first from Penalty Charges actually received from the related Mortgagor and then from the Collection Account pursuant to
Section 3.05(a)(ii), provided that, with respect to a Serviced Whole Loan, such cost shall be payable, subject
to the terms of the related Intercreditor Agreement (i) with respect to a Serviced Pari Passu Whole Loan, pro rata
and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance
with their respective Stated Principal Balances, or (ii) with respect to a Serviced AB Whole Loan, first, from the
related AB Subordinate Companion Loan and then, pro rata and pari passu, from the related Serviced Mortgage
Loan and the related Serviced Pari Passu Companion Loan (if any), in accordance with the respective Stated Principal Balances of
the related Serviced Mortgage Loan and Serviced Pari Passu Companion Loan (provided that, with respect to any AB Subordinate
Companion Loan, the foregoing shall not limit or otherwise modify the terms of the related Intercreditor Agreement pursuant to
which any amounts collected with respect to the related Whole Loan are allocated to the related Serviced Mortgage Loan and AB Subordinate
Companion Loan), in each case, prior to being payable out of general collections. The Special Servicer or the Master Servicer,
as applicable, shall prepare or cause to be prepared a written report of each such inspection detailing the condition of and any
damage to the Mortgaged Property to the extent evident from the inspection and specifying the existence of


 






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(i) any
vacancy in the Mortgaged Property that the preparer of such report has knowledge of and deems material, (ii) any sale, transfer
or abandonment of the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection,
(iii) any adverse change in the condition of the Mortgaged Property of which the preparer of such report has knowledge or
that is evident from the inspection, and that the preparer of such report deems material, (iv) any visible material waste
committed on the Mortgaged Property of which the preparer of such report has knowledge or that is evident from the inspection
and (v) photographs of each inspected Mortgaged Property. The Special Servicer and the Master Servicer shall deliver or,
if applicable, make available on its website a copy (in electronic format) of each such report prepared by the Special Servicer
or the Master Servicer, as applicable, to the other party and to the Trustee within seven (7) Business Days after the later of
(i) the completion of such report or (ii) the Special Servicer’s or the Master Servicer’s, as applicable, receipt
of such report, provided that the Special Servicer or the Master Servicer, as applicable, shall use reasonable efforts
consistent with the Servicing Standard to obtain such report within 30 days after completion of the related inspection. Within
five (5) Business Days after request for copies of such reports by the Rating Agencies, the Special Servicer or the Master Servicer,
as applicable, shall deliver or make available a copy (in electronic format) of each such report prepared by the Special Servicer
and the Master Servicer, as applicable, to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website.


 


(b)           
The Special Servicer, in the case of any Specially Serviced Loan, and the Master Servicer, in the case of any Non-Specially
Serviced Loan shall make efforts consistent with the Servicing Standard to collect promptly (and in connection with the preparation
of the reports described in the following paragraph, review) from each related Mortgagor quarterly and annual operating statements,
financial statements, budgets and rent rolls of the related Mortgaged Property, and the quarterly and annual financial statements
of such Mortgagor, whether or not delivery of such items is required pursuant to the terms of the related Mortgage Loan documents
and any other reports or documents required to be delivered under the terms of the Mortgage Loans (and each Serviced Companion
Loan), if delivery of such items is required pursuant to the terms of the related Mortgage Loan (and each Serviced Companion Loan)
documents. The Master Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls
more than once if the related Mortgagor is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents.
In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly
prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Special Servicer
shall deliver all such items to the Master Servicer within five (5) Business Days of receipt, and the Master Servicer shall make
available on its website copies of all the foregoing items so collected to the Trustee, the Certificate Administrator and the Depositor,
in electronic format, in each case within thirty (30) days of its receipt thereof, but in no event, in the case of annual statements,
later than June 30 of each year commencing June 30, 2020. Upon the request of any Privileged Person (other than the NRSROs)
to receive copies of such items, the Master Servicer or the Special Servicer, as applicable, shall deliver electronic copies of
such items to the Certificate Administrator to be posted on the Certificate Administrator’s Website. The Master Servicer
or Special Servicer, as applicable, shall, upon the request of any NRSRO, deliver copies of all or any of the foregoing items so
collected thereby to the 17g-5 Information Provider pursuant to Section 3.13(c).


 






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Furthermore, with respect
to any Mortgage Loan (and each Serviced Companion Loan), if the related Mortgage Loan documents provide for the annual or quarterly
testing of financial conditions of the related Mortgagor and/or Mortgaged Property (e.g. debt yield tests, debt service coverage
ratio tests and/or loan-to-value ratio tests) in connection with cash management triggers or the commencement of additional required
Escrow Payments, the Special Servicer (with respect to any Specially Serviced Loan) and the Master Servicer (with respect to any
Non-Specially Serviced Loan), as applicable (only to the extent the related information required for such testing is delivered
to the Master Servicer or the Special Servicer pursuant to the related Mortgage Loan Documents and is actually delivered to either
the Master Servicer or the Special Servicer), shall use reasonable efforts to conduct such financial testing within the timeframes
contemplated by such Mortgage Loan documents.


 


Within forty-five (45)
days after receipt by the Master Servicer, with respect to all Non-Specially Serviced Loans it is responsible for servicing hereunder,
or the Special Servicer with respect to Specially Serviced Loans and REO Properties (other than any Non-Serviced Mortgaged Property),
of any quarterly and annual operating statements or rent rolls beginning with the quarter ending June 30, 2020 and the calendar
year ending December 31, 2020 (solely to the extent the related Mortgagor provides sufficient information to report pursuant to
CREFC® guidelines) with respect to any Mortgaged Property or REO Property, such Master Servicer or Special Servicer, as applicable,
shall, based upon such operating statements or rent rolls received, prepare (or, if previously prepared, update) the analysis of
operations and the CREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report,
but only to the extent the related borrower is required by the Mortgage Loan documents to deliver and does deliver, or otherwise
agrees to provide and does provide, that information, presenting the computations to “normalize” the full year net
operating income and debt service coverage numbers used by the Master Servicer to prepare the CREFC® Comparative
Financial Status Report; provided that any such CREFC® Operating Statement Analysis Report and/or CREFC®
NOI Adjustment Worksheet shall not be required to be prepared or updated with respect to year-end or the first calendar quarter
of each year to the extent provided by the then-current CREFC® Investor Reporting Package. Upon the occurrence and
continuation of a Servicing Transfer Event, the Master Servicer shall provide the Special Servicer with all prior CREFC®
Operating Statement Analysis Reports and CREFC® NOI Adjustment Worksheets for the related Mortgage Loan (including
underwritten figures), and the Special Servicer’s obligations hereunder shall be subject to its having received all such
reports. The Master Servicer and Special Servicer shall, upon request, deliver copies electronically of all operating statements
and rent rolls received from any Mortgagor to the 17g-5 Information Provider pursuant to Sections 3.13(c) and 3.13(d),
and the Master Servicer and Special Servicer shall, upon request, make available to the other electronically monthly copies of
all the foregoing items so collected thereby. All CREFC® Operating Statement Analysis Reports and CREFC®
NOI Adjustment Worksheets shall be maintained by the Master Servicer with respect to each Mortgaged Property (other than a Non-Serviced
Mortgaged Property) and REO Property (other than any Non-Serviced Mortgaged Property), and the Master Servicer shall forward
copies (in electronic format) thereof and the related operating statements or rent rolls (in each case, promptly following the
initial preparation and each material revision thereof) to the Certificate Administrator and, upon the request of any NRSRO, the
17g-5 Information Provider (and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s
Website), and upon request, shall make such items available, with respect to any Serviced


 






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Companion
Loan, to the related Companion Holder and the Special Servicer. The Master Servicer shall maintain a CREFC® Operating
Statement Analysis Report and a CREFC® NOI Adjustment Worksheet with respect to each Mortgaged Property (other
than a Non-Serviced Mortgaged Property) or REO Property (other than a Non-Serviced Mortgaged Property).


 


(c)            
At or before 2:00 p.m. (New York City time) on each Determination Date, the Special Servicer shall prepare and deliver
or cause to be delivered to the Master Servicer, the CREFC® Special Servicer Loan File and any applicable CREFC®
Loan Liquidation Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports with
respect to the Specially Serviced Loans and any REO Properties (other than a Non-Serviced Mortgaged Property), providing the
information required of the Special Servicer in an electronic format, reasonably acceptable to the Master Servicer as of the Business
Day preceding such Determination Date, which CREFC® Special Servicer Loan File shall include data, to enable the
Master Servicer to produce the following supplemental CREFC® reports: (i) a CREFC® Delinquent
Loan Status Report, (ii) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report,
(iii) a CREFC® REO Status Report, (iv) a CREFC® Comparative Financial Status Report and
(v) a CREFC® NOI Adjustment Worksheet and a CREFC® Operating Statement Analysis Report, in each
case with the supporting financial statements, budgets, operating statements and rent rolls submitted by the Mortgagor.


 


(d)           
Not later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date beginning March 2020, the Master
Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered in electronic format to the Certificate
Administrator the following reports and data files: (A) to the extent the Master Servicer has received the CREFC®
Special Servicer Loan File at the time required, the most recent CREFC® Delinquent Loan Status Report, CREFC®
Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report and the CREFC® REO Status Report, (B) CREFC®
Loan Setup File (with respect to the first Distribution Date), (C) the most recent CREFC® Property File, and
CREFC® Comparative Financial Status Report (in each case incorporating the data required to be included in the CREFC®
Special Servicer Loan File pursuant to Section 3.12(c) by the Special Servicer and Master Servicer), (D) a CREFC®
Servicer Watch List with information that is current as of such Determination Date, (E) CREFC® Financial File,
(F) CREFC® Loan Level Reserve/LOC Report, (G) the CREFC® Advance Recovery Report, (H) CREFC®
Total Loan Report and (I) the report on Disclosable Special Servicer Fees delivered pursuant to Section 3.11(e) to
the extent received from the Special Servicer, if any. Additionally, not later than 5:00 p.m. (New York City time) on the
Master Servicer Remittance Date beginning March 2020, the Master Servicer shall deliver or cause to be delivered in electronic
format to the Certificate Administrator any applicable CREFC® Loan Liquidation Reports, CREFC® Loan
Modification Reports and CREFC® REO Liquidation Reports received from the Special Servicer. Not later than 2:00
p.m. (New York City time) two (2) Business Days prior to the Distribution Date beginning in March 2020, the Master Servicer shall
deliver or cause to be delivered to the Certificate Administrator via electronic format the CREFC® Loan Periodic
Update File and the CREFC® Appraisal Reduction Amount Template, if provided for such Distribution Date. In no event
shall any report described in this subsection be required to reflect information that has not been collected by or delivered to
the Master Servicer, or any payments or collections not received by the Master Servicer, as of the close of business on the Business
Day prior to the Business Day on which the report is due. In no event shall any report described


 






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in
this subsection be required to reflect information that has not been collected by or delivered to the Master Servicer, or any
payments or collections not received by the Master Servicer, as of the close of business on the Business Day prior to the Business
Day on which the report is due.


 


Not later than 5:00 p.m.
(New York City time) two calendar days (or if the second calendar day is not a Business Day, then the immediately succeeding Business
Day) following the Distribution Date beginning January 2020, the Master Servicer shall deliver to the Certificate Administrator
the CREFC® Schedule AL File in EDGAR-Compatible Format; provided that the Master Servicer shall have no obligation
to prepare or deliver any such CREFC® Schedule AL File or Schedule AL Additional File unless the Depositor has delivered
the items required by Section 2.01(j). If the CREFC® Schedule AL File or Schedule AL Additional File
is not provided by the time set forth in the immediately preceding sentence, the Certificate Administrator shall request such CREFC®
Schedule AL File from the Master Servicer via email at NoticeAdmin@midlandls.com, with a copy to the Depositor at US_CMBS_Notice@jpmorgan.com.
In preparing the CREFC® Schedule AL File and any Schedule AL Additional File for any given Distribution Date, and
without any due diligence, investigation or verification, the Master Servicer shall be entitled to conclusively rely, absent manifest
error, on the content, completeness, accuracy and compliance with any applicable requirements of Items 1111(h) and 1125 of Regulation
AB and Item 601(b) of Regulation S-K under the Securities Act as in effect on the Closing Date of the Initial Schedule AL File,
Initial Schedule AL Additional File and the Annex A-1 to the Prospectus. The Master Servicer may concurrently with the delivery
of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional File in EDGAR-Compatible Format
to the Certificate Administrator. The CREFC® Schedule AL File and the Schedule AL Additional File shall each be
a single file. Neither the Certificate Administrator nor the Master Servicer shall be required to combine multiple CREFC®
Schedule AL Files or Schedule AL Additional Files, unless, solely with respect to the Master Servicer, multiple Sub-Servicers prepare
and submit such CREFC® Schedule AL Files or Schedule AL Additional Files to the Master Servicer. The Certificate
Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information
contained in any CREFC® Schedule AL File or any Schedule AL Additional File.


 


In the absence of manifest
error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry, any information and reports
delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s
reports and the Special Servicer’s reports and any information provided by the Trustee, without any duty or obligation to
recompute, verify or recalculate any of the amounts and other information stated therein.


 


(e)            
The Special Servicer shall deliver to the Master Servicer the reports and information required of the Special Servicer pursuant
to Section 3.12(b) and Section 3.12(c), and the Master Servicer shall deliver to the Certificate Administrator
the reports and data files set forth in Section 3.12(d). The Master Servicer may, absent manifest error, conclusively
rely on the reports and/or data to be provided by the Special Servicer pursuant to Section 3.12(b) and Section 3.12(c).
The Certificate Administrator may, absent manifest error, conclusively rely on the reports and/or data to be provided by the Master
Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Master Servicer
to the Certificate


 






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Administrator
pursuant to Section 3.12(d), to the extent that such information or reports are, in turn, based on information or
reports to be provided by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c) and to the
extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(b) or Section 3.12(c),
the Master Servicer shall have no obligation to provide such information or reports to the Certificate Administrator until it
has received the requisite information or reports from the Special Servicer, and the Master Servicer shall not be in default hereunder
due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer’s failure
to timely provide any information or report required under Section 3.12(b) or Section 3.12(c) of this
Agreement.


 


(f)            
Notwithstanding the foregoing, however, the failure of the Master Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12
to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in the reasonable belief of the Master
Servicer or the Special Servicer, as the case may be, would violate any applicable law or any provision of a Mortgage Loan document
prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Master Servicer and Special
Servicer may disclose any such information or any additional information to any Person so long as such disclosure is consistent
with applicable law and the Servicing Standard. The Master Servicer or the Special Servicer may affix to any information provided
by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party
hereto).


 


(g)           
Unless otherwise specifically stated herein, if the Master Servicer or the Special Servicer is required to deliver any statement,
report or information under any provisions of this Agreement, the Master Servicer or the Special Servicer, as the case may be,
may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering
such statement, report or information in a commonly used electronic format or (z) except with respect to information to be
provided to the Certificate Administrator or any Companion Holder, making such statement, report or information available on the
Master Servicer’s Internet website, unless this Agreement expressly specifies a particular method of delivery.


 


Notwithstanding anything
to the contrary in the foregoing, the Master Servicer and the Special Servicer shall deliver any required statements, reports or
other information to the Certificate Administrator in an electronic format mutually agreeable to the Certificate Administrator
and the Master Servicer or the Special Servicer, as the case may be. The Master Servicer or the Special Servicer may physically
deliver a paper copy of any such statement, report or information as a temporary measure due to system problems, however, copies
in electronic format shall follow upon the correction of such system problems.


 


Section 3.13      
Access to Certain Information. (a)  Each of the Master Servicer and the Special Servicer shall provide
or cause to be provided to the Certificate Administrator, and the Certificate Administrator shall afford access to any Mortgage
Loan Seller and to any Certificateholder that is a federally insured financial institution, the OCC, the FDIC, the Board of Governors
of the Federal Reserve System of the United States of America and the supervisory agents and examiners of such boards and such
corporations, and any other federal or state


 






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banking
or insurance regulatory authority that may exercise authority over any such Certificateholder, and to each Holder of a Non-Registered
Certificate, access to any documentation or information regarding the Mortgage Loans (other than any Non-Serviced Mortgage Loan)
and, in the case of a Mortgage Loan that is a portion of a Serviced Whole Loan, the related Companion Loan, and the Trust within
its control which may be required by applicable law. At the election of the Master Servicer, the Special Servicer or the Certificate
Administrator, such access may be afforded to such Person identified above by the delivery of copies of information as requested
by such Person and the Master Servicer, the Special Servicer or the Certificate Administrator shall be permitted to require payment
(other than from the Trustee and the Certificate Administrator on its own behalf or on behalf of the Certificateholders, as applicable)
of a sum sufficient to cover the reasonable out-of-pocket costs incurred by it in making such copies. Such access shall
(except as described in the preceding sentence) be afforded without charge but only upon reasonable prior written request and
during normal business hours at the offices of the Certificate Administrator or the Custodian.


 


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


 


Upon the reasonable request
of any Certificateholder (or with respect to any AB Subordinate Companion Loan related to a Serviced AB Whole Loan, the holder
of such AB Subordinate Companion Loan) that is a Privileged Person identified to the Master Servicer’s reasonable satisfaction,
the Master Servicer may provide (or forward electronically) (at the expense of such Certificateholder or holder of such AB Subordinate
Companion Loan, as


 






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applicable)
copies of any appraisals, operating statements, rent rolls and financial statements (in each case, solely relating to the related
Serviced Whole Loan, if requested by the holder of the an AB Subordinate Companion Loan) obtained by the Master Servicer; provided
that, in connection therewith, the Master Servicer may require a written confirmation executed by the requesting Person substantially
in such form as may be reasonably acceptable to the Master Servicer, generally to the effect that such Person is a Holder of Certificates,
a beneficial holder of Book-Entry Certificates (or an investment advisor for a Certificateholder or beneficial holder of Book-Entry
Certificates) or holder of such AB Subordinate Companion Loan and a Privileged Person and will keep such information confidential
and shall use such information only for the purpose of analyzing asset performance and evaluating any continuing rights the Certificateholder
or holder of such AB Subordinate Companion Loan, as applicable, may have under the Trust. For the avoidance of doubt, the Master
Servicer shall not make any Asset Status Reports available to any Certificateholders on its website. None of the parties to this
Agreement shall provide any Asset Status Report or any final Asset Status Report to the Certificate Administrator.


 


Notwithstanding anything
to the contrary herein (other than as permitted in the preceding paragraph with respect to any Certificateholder), unless required
by applicable law or court order, no Certificateholder or beneficial owner shall be given access to, or be provided copies of,
the Mortgage Files or Diligence Files.


 


(b)           
The Certificate Administrator shall make available to Privileged Persons (provided that the Prospectus, Distribution
Date Statements, Mortgage Loan Purchase Agreements, this Agreement and the Commission EDGAR filings referred to below will be available
to the general public) via the Certificate Administrator’s Website, the following items, in each case, to the extent such
items were prepared by or delivered to the Certificate Administrator in electronic format:


 


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


 


(A)          
the Prospectus and any other disclosure document relating to the Offered Certificates, in the form most recently provided
to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          
this Agreement and any amendments and exhibits hereto;


 


(C)          
each Sub-Servicing Agreement delivered to the Certificate Administrator on and after the Closing date;


 


(D)          
the Mortgage Loan Purchase Agreements and any amendments and exhibits thereto; and


 


(E)          
the CREFC® Loan Setup File provided by the Master Servicer to the Certificate Administrator;


 


(ii)           
the following documents, which will initially be made available under a tab or heading designated “SEC EDGAR filings”;


 






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(A)         
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with
respect to the Trust through the EDGAR system;


 


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


 


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


 


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


 


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


 


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


 


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


 


(C)          
any Appraisals delivered to the Certificate Administrator pursuant to Section 3.19; and


 


(D)          
the CREFC® Appraisal Reduction Amount Template or a detailed worksheet showing the calculation of each Appraisal
Reduction Amount and Collateral Deficiency Amount on a current and cumulative basis;


 


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


 


(A)          
any notice with respect to a release pursuant to Section 3.09(d);


 


(B)          
any notice regarding a waiver, modification or amendment of the terms of any Mortgage Loan pursuant to Section 3.18(e);


 


(C)          
any notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.01(h);


 






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


 


(E)           
any notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and any other
notice required to be delivered to the Certificateholders pursuant to Section 12.01;


 


(F)           
any Asset Review Report Summary received by the Certificate Administrator;


 


(G)          
[Reserved];


 


(H)          
any notice of resignation of the Trustee or the Certificate Administrator, and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(I)            
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(J)            
any notice of resignation or termination of the Master Servicer or the Special Servicer pursuant to Section 7.03;


 


(K)          
any notice of termination pursuant to Section 9.01;


 


(L)           
[reserved];


 


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


 


(N)          
[reserved];


 


(O)          
[reserved];


 


(P)           
[reserved];


 


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


 


(R)          
any Proposed Course of Action Notice;


 


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


 


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


 






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


 


  (V)          
any notice or document provided to the Certificate Administrator by the Depositor or the Master Servicer directing the Certificate
Administrator to post same to the “Special Notice” tab;


 


(vi)          
the “Investor Q&A Forum” pursuant to Section 4.07(a);


 


(vii)         
solely to Certificateholders and Certificate Owners that are Privileged Persons, the “Investor Registry” pursuant
to Section 4.07(b); and


 


(viii)        
the “U.S. Risk Retention Special Notices” tab shall include any notices provided by the Retaining Sponsor in
satisfaction of the Credit Risk Retention Rules.


 


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, include a fixed statement in the Distribution Date Statement that risk retention notices, if any, can be found
on the “Risk Retention Special Notices” tab. 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 that a notice has been posted to the “U.S. Risk Retention Special Notices” tab.


 


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


 


The “Risk Retention
Special Notices” tab shall be available to Privileged Persons (other than any Financial Market Publisher).


 


Any Person that is a
Borrower Party shall only be entitled to access the Distribution Date Statements and the following items made available to the
general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s
Website.


 


To the extent a Risk
Retention Consultation Party or a Holder of the VRR Interest receives access pursuant to this Agreement to any information solely
related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports,
final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special
Servicer or any Excluded Special Servicer or any Appraisal Reduction Amount calculations, and any Officer’s Certificates
delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if
made, would be) a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated
with information of other Mortgage Loans at a pool level), on the Certificate Administrator’s Website or otherwise


 






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receives
access to such information, such Risk Retention Consultation Party or Holder of the VRR Interest, as applicable, shall be deemed
to have agreed that it (i) will not directly or indirectly provide any such information to (A) the related Borrower Party, (B)
any employees or personnel of such Risk Retention Consultation Party or Holder of the VRR Interest, as applicable, or any of its
Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (C)
to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and
(ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations
described in clause (i) above. For the avoidance of doubt, for the purposes of this paragraph, any file or report contained
in the CREFC® Investor Reporting Package (“CREFC® IRP”) (other than the CREFC®
Special Servicer Loan File relating to any such Excluded Loan) shall be considered information that is aggregated with information
of other Mortgage Loans at a pool level.


 


The Certificate Administrator
makes no representation or warranty as to the accuracy or completeness of any report, document or other information made available
on its Internet website and assumes no responsibility therefor, other than with respect to such reports, documents or other information
prepared by the Certificate Administrator. In addition, the Certificate Administrator may disclaim responsibility for any information
distributed by it for which it is not the original source.


 


In connection with providing
access to the Certificate Administrator’s Website (other than with respect to access provided to the general public in accordance
with Section 3.13(b)), the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Questions regarding
the Certificate Administrator’s Website can be directed to the Certificate Administrator’s CMBS customer service desk
at (866) 846-4526.


 


(c)         
The 17g-5 Information Provider shall make available solely to the Depositor and the NRSROs the following items to the
extent such items are delivered to it (in the form of an electronic document suitable for posting) via electronic mail at 17g5informationprovider@wellsfargo.com,
specifically with a subject reference of “Benchmark 2020-IG1” and an identification of the type of information being
provided in the body of such electronic mail; or via any alternative electronic mail address following notice to the parties hereto
or any other delivery method established or approved by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)            
any notices of waivers under Section 3.08(c);


 


(ii)            
any final Asset Status Report delivered by the Special Servicer under Section 3.19(d);


 


(iii)          
any notice of final payment on the Certificates;


 


(iv)          
any environmental reports delivered by the Special Servicer under Section 3.09(e);


 






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(v)          
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.19;


 


(vi)         
any annual statements as to compliance and related Officer’s Certificates delivered under Section 11.09
or 11.10;


 


(vii)        
any annual independent public accountants’ attestation reports delivered pursuant to Section 11.11;


 


(viii)       
any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving
Rating Agency Confirmation from any Rating Agency as set forth in Section 3.25(a);


 


(ix)          
copies of requests or questions that were submitted by the Rating Agencies relating to a request for Rating Agency Confirmation;


 


(x)           
any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.25(a);


 


(xi)          
any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor trustee or the successor certificate administrator pursuant to Section 8.07 or Section 8.08;


 


(xii)         
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


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


 


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


 


(xv)         
any notice of any amendment that modifies the procedures herein relating to Rule 17g-5 of the Exchange Act pursuant
to Section 13.01(a)(ix);


 


(xvi)        
[reserved];


 


(xvii)       
any summary of oral communication with the Rating Agencies or any written question or request from the Rating Agencies directed
toward the Master Servicer, Special Servicer, Certificate Administrator or Trustee regarding any of the information delivered to
the 17g-5 Information Provider pursuant to this Section 3.13(c) or regarding any request for a Rating Agency Confirmation
or regarding any of the Mortgage Loan documents or any matter related to the Certificates, Mortgage Loans, any related Companion
Loan, the related Mortgaged Properties, the related Mortgagors or any other matters related to this Agreement or any applicable
Intercreditor Agreement; provided that the summary of such oral communication shall not identify the Rating Agency with
whom the communication was held pursuant to Section 3.13(g);


 






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(xviii)      
any other information delivered to the 17g-5 Information Provider pursuant to this Agreement including, without limitation,
Section 2.03(b), Section 3.07, Section 3.07(a), Section 3.12, Section 3.17(c),
Section 3.18(e), Section 11.09 or Section 11.10; and


 


(xix)        
any other information delivered to the Rating Agencies pursuant to this Agreement including, without limitation, Section 13.10.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information
will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m., New York
City time, or, if received after 2:00 p.m., New York City time, on the next Business Day by 12:00 p.m. New York City time;
provided, however, any information delivered pursuant to Section 3.13(d) shall be posted in accordance
with Section 3.13(d). The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise
determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not
anything other than what it purports to be. In the event that any information is delivered or posted in error, each of the Certificate
Administrator and the 17g-5 Information Provider may remove such information from the 17g-5 Information Provider’s
Website. The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have
obtained actual knowledge of any information merely by posting such information to the Certificate Administrator’s Website
or the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator
or the 17g-5 Information Provider, as applicable. Access shall be provided by the 17g-5 Information Provider to the NRSROs
upon receipt of an NRSRO Certification in the form of Exhibit P-2 hereto (which certification may be submitted
electronically via the 17g-5 Information Provider’s Website). 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., New York City time, on such Business Day, or if received after 2:00 p.m., New York City
time, on the following Business Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed
to (866) 846-4526 or 17g5informationprovider@wellsfargo.com (specifically referencing “Benchmark 2020-IG1” in the subject
line).


 


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


 


Upon request of the Depositor
or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any
additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to


 






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the
17g-5 Information Provider electronically in accordance with this Section 3.13. In no event shall the 17g-5
Information Provider disclose on the 17g-5 Information Provider’s Website the Rating Agency that requested such additional
information.


 


Except as provided in
Section 3.13(d) below, the Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated
to send such information, report, notice or document to the applicable Rating Agency so long as such information, report, notice
or document (i) was previously provided to the 17g-5 Information Provider or (ii) is simultaneously provided to the 17g-5
Information Provider.


 


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 notify each Person that has signed-up for access
to the 17g-5 Information Provider’s Website in respect of the transaction governed by this Agreement each time an additional
document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically identify such document
in the subject line or otherwise in the body of the email notice. The 17g-5 Information Provider shall send such notice to such
Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information Provider’s
Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in
connection with a completed NRSRO Certification in the form of Exhibit P-2 hereto.


 


Any information required
to be delivered to the 17g-5 Information Provider by any party under this Agreement shall be delivered to it via electronic
mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “Benchmark 2020-IG1” and an
identification of the type of information being provided in the body of such electronic mail, or via any alternative electronic
mail address following notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information
Provider.


 


(d)           
The Master Servicer or the Special Servicer, as applicable, may, but shall not be obligated to, provide bulk information
that relates to two or more transactions to the 17g-5 Information Provider. Any such information shall be posted by the 17g-5 Information
Provider and the 17g-5 Information Provider may, but shall not be obligated to, post such information in accordance with the timeframe
provided in Section 3.13(c) above, provided, however, that if the 17g-5 Information Provider is not able
to post such information in accordance with the timeframe in Section 3.13(c), then it shall post such information within
a reasonable time.


 


(e)            
Certain information concerning the Mortgage Loans and the Certificates (including the Distribution Date Statements, CREFC®
reports and supplemental notices with respect to such Distribution Date Statements and CREFC® reports) shall be
provided by the Certificate Administrator to third parties (including Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., MBS Data,
LLC, RealINSIGHT, BlackRock Financial Management Inc., Interactive Data Corporation, CMBS.com, Inc., Markit Group Limited, Moody’s
Analytics, Thomson Reuters Corporation and DealView Technologies Ltd.) with the consent of the Depositor, and providing such information
shall not constitute a breach of this Agreement by the Certificate Administrator. Such information will be made available to such
third parties upon


 






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receipt
of a certificate in the form of Exhibit P-3 hereto, which certification may be submitted electronically via the
Certificate Administrator’s Website.


 


(f)            
Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it
may adopt, also deliver, produce or otherwise make available, solely with respect to the Master Servicer, through the Master Servicer’s
Internet website or, with respect to the Master Servicer or the Special Servicer, otherwise, any additional information relating
to the Mortgage Loans (other than any Non-Serviced Mortgage Loan), any related Serviced Companion Loan, the Mortgaged Properties
(other than any Non-Serviced Mortgaged Property), or the related Mortgagors, for review by the Depositor, the Underwriters and
any other Persons who deliver an Investor Certification in accordance with this Section 3.13 and the Rating Agencies
(collectively, the “Disclosure Parties”) (only to the extent such additional information is simultaneously delivered
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website in accordance with the
provisions of Section 3.13(c)), in each case, except to the extent doing so is prohibited by this Agreement (including
without limitation, any prohibitions on dissemination of any confidential information, including, without limitation, any Privileged
Information), applicable law or by the related Mortgage Loan documents. Each of the Master Servicer and the Special Servicer shall
be entitled to (i) indicate the source of such information and affix thereto any disclaimer it deems appropriate in its discretion
and/or (ii) require that the recipient of such information (A) except for the Depositor and the Rating Agencies, enter
into (x) an Investor Certification, (y) a confidentiality agreement substantially in the form of Exhibit X
or (z) a “click-through” confidentiality agreement if such information is being provided through the Master
Servicer’s Internet website, and (B) acknowledge that the Master Servicer or the Special Servicer may contemporaneously
provide such information to any other Disclosure Party. In addition, to the extent access to such information is provided via the
Master Servicer’s Internet website, the Master Servicer may require registration and the acceptance of a reasonable and customary
disclaimer and/or an additional or alternative agreement as to the confidential nature of such information. In connection with
providing access to or copies of the information described in this Section 3.13(f) to current or prospective Certificateholders
the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in
the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a Holder
of Certificates and will keep such information confidential (except that such Certificateholder may provide such information (x) to
its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any
Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of
Certificates or interests therein or an investment advisor related thereto, an Investor Certification indicating that such Person
is a prospective purchaser of a Certificate or an interest therein or an investment advisor related thereto and is requesting the
information for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with
no further dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators).
In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the
Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 






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


 


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


 


(h)           
[Reserved].


 


(i)             
None of the foregoing restrictions in this Section 3.13 or otherwise in this Agreement shall prohibit or restrict
oral or written communications, or providing information, between the Master Servicer, the Asset Representations Reviewer or the
Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other hand, with regard to (i) such Rating Agency’s
or NRSRO’s review of the ratings it assigns to the Master Servicer, the Asset Representations Reviewer or the Special Servicer,
as applicable, (ii) such Rating Agency’s or NRSRO’s approval of the Master Servicer, the Asset Representations
Reviewer or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer, or (iii) such
Rating Agency’s or NRSRO’s evaluation of the Master Servicer’s, the Asset Representations Reviewer’s or
the Special Servicer’s, as applicable, servicing operations in general; provided that the Master Servicer, the Asset
Representations Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates
or the Mortgage Loans, to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO
unless (x) Mortgagor, property and other deal specific identifiers are redacted; (y) such information has already been
provided to the 17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website; or (z) the
Rating Agency confirms in writing that it does not intend to use such information in undertaking credit rating surveillance with
respect to the Certificates; provided, however, that the Rating Agencies may use information delivered under this
clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach of
this Agreement or 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 (or another 17g-5 information provider’s
website that they have access to) other than pursuant to this Section 3.13(i).


 






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


 


Section 3.14      
Title to REO Property; REO Account. (a)  If title to any Mortgaged Property is acquired (directly or through
a single member limited liability company established for that purpose) and thus such Mortgaged Property becomes an REO Property,
the deed or certificate of sale shall be issued in the name of the Trust where permitted by applicable law or regulation and consistent
with customary servicing procedures, and otherwise, in the name of the Trustee or its nominee on behalf of the Certificateholders
and, if applicable, on behalf of the related Companion Holders, in the case of a Serviced Companion Loan. REO Property with respect
to a Non-Serviced Mortgage Loan is excluded for all purposes of this Section 3.14. The Special Servicer, on behalf
of the Trust and, if applicable, the related Serviced Companion Noteholder, shall sell any REO Property prior to the close of the
third calendar year following the year in which the Trust acquires ownership of such REO Property, within the meaning of Treasury
Regulations Section 1.856-6(b)(1), for purposes of Section 860G(a)(8) of the Code, unless the Special Servicer either
(i) applies for a qualifying extension of time no later than sixty (60) days prior to the close of the third calendar year
in which it acquired ownership (or the period provided in the then applicable REMIC Provisions) and such extension is granted or
is not denied (an “REO Extension”) by the Internal Revenue Service to sell such REO Property or (ii) obtains
for the Trustee, the Certificate Administrator and the Master Servicer an Opinion of Counsel, addressed to the Trustee, the Certificate
Administrator and the Master Servicer, to the effect that the holding by the Trust of such REO Property subsequent to the close
of the third calendar year following the year in which acquisition occurred will not cause an Adverse REMIC Event to occur. If
the Special Servicer is granted or not denied the REO Extension contemplated by clause (i) of the immediately preceding
sentence or obtains the Opinion of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special
Servicer shall sell such REO Property within such longer period as is permitted by such REO Extension or such Opinion of Counsel,
as the case may be. Any expense incurred by the Special Servicer in connection with its being granted the REO Extension contemplated
by clause (i) of the second preceding sentence or its obtaining the Opinion of Counsel contemplated by clause (ii)
of the second preceding sentence, shall be an expense of the Trust payable out of the Collection Account pursuant to Section 3.05(a).


 


(b)           
The Special Servicer shall segregate and hold all funds collected and received in connection with any REO Property separate
and apart from its own funds and general assets. If an REO Acquisition shall occur, the Special Servicer shall establish and maintain
one or more REO Accounts, held on behalf of the Trustee for the benefit of the Certificateholders and, if applicable, on behalf
of any related Companion Holder(s), as applicable, as their interest shall appear, and the Trustee (as holder of the Lower-Tier
Regular Interests), for the retention of revenues and other proceeds derived from each REO Property. The REO Account shall be an
Eligible Account. The Special Servicer shall deposit, or cause to be deposited, in the REO Account, within two (2) Business Days
after receipt of properly identified and available funds, all REO Revenues, Insurance and Condemnation Proceeds and Liquidation
Proceeds received in respect of an REO Property. Funds in the REO Account may be invested in Permitted Investments in accordance
with Section 3.06. The Special Servicer shall give notice to the


 






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Trustee,
the Certificate Administrator, and the Master Servicer of the location of the REO Account when first established and of the new
location of the REO Account prior to any change thereof.


 


(c)            
The Special Servicer shall withdraw from the REO Account funds necessary for the proper operation, management, insuring,
leasing, maintenance and disposition of any REO Property, but only to the extent of amounts on deposit in the REO Account relating
to such REO Property. On the later of the date that is (x) on or prior to the Determination Date (or with respect to a Serviced
Companion Loan, on the Business Day preceding each Serviced Whole Loan Remittance Date) or (y) two (2) Business Days after such
amounts are received and properly identified and determined to be available, the Special Servicer shall withdraw from the REO Account
and remit to the Master Servicer, which shall deposit into the Collection Account (or the Companion Distribution Account, as applicable),
the aggregate of all amounts received in respect of each REO Property during the most recently ended Collection Period, net of
(i) any withdrawals made out of such amounts pursuant to the preceding sentence and (ii) Net Investment Earnings on amounts
on deposit in the REO Account; provided, however, that the Special Servicer may retain in such REO Account, in accordance
with the Servicing Standard, such portion of such balance as may be necessary to maintain a reasonable reserve for repairs, replacements,
leasing, management and tenant improvements and other related expenses for the related REO Property. In addition, on or prior to
the day the Special Servicer remits funds as provided in this Section 3.14(c), the Special Servicer shall provide the
Master Servicer with a written accounting of amounts remitted to the Master Servicer for deposit in the Collection Account, as
applicable, on such date. The Master Servicer shall apply all such amounts as instructed by the Special Servicer on the day the
Master Servicer receives the written accounting as provided in the previous sentence.


 


(d)           
The Special Servicer shall keep and maintain separate records, on a property-by-property basis, for the purpose
of accounting for all deposits to, and withdrawals from, the REO Account pursuant to Section 3.14(b) or Section 3.14(c).


 


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


 






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Subject
to this Section 3.15, the Special Servicer may allow the Trust or any commercial mortgage securitization that holds
any Serviced Companion Loan to earn “net income from foreclosure property” within the meaning of Section 860G(d)
of the Code if it determines that earning such income is in the best interests of Certificateholders and, if applicable, any related
Companion Holder(s) on a net after-tax basis as compared with net leasing such REO Property or operating such REO Property
on a different basis. In connection therewith, the Special Servicer shall deposit or cause to be deposited on a daily basis (and
in no event later than two (2) Business Days following receipt of such properly identified and available funds) in the applicable
REO Account all revenues received by it with respect to each REO Property and the related REO Loan, and shall withdraw from the
REO Account, to the extent of amounts on deposit therein with respect to such REO Property, funds necessary for the proper operation,
management, leasing and maintenance of such REO Property, including, without limitation:


 


(i)            
all insurance premiums due and payable in respect of such REO Property;


 


(ii)           
all real estate taxes and assessments in respect of such REO Property that may result in the imposition of a lien thereon;


 


(iii)          
any ground rents in respect of such REO Property, if applicable; and


 


(iv)         
all costs and expenses necessary to maintain and lease such REO Property.


 


To the extent that amounts
on deposit in the REO Account in respect of any REO Property are insufficient for the purposes set forth in clauses (i)
through (iv) above with respect to such REO Property, the Master Servicer (subject to receiving notice from the Special
Servicer in accordance with the procedures set forth elsewhere in this Agreement) shall advance from its own funds such amount
as is necessary for such purposes unless (as evidenced by an Officer’s Certificate delivered to the Trustee, the Special
Servicer, the Depositor and the Certificate Administrator) such advances would, if made, constitute Nonrecoverable Servicing Advances.


 


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


 


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


 


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


 


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


 






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


 


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


 


(c)           
The Special Servicer shall contract with any Independent Contractor for the operation and management of any REO Property
within ninety (90) days of the acquisition date thereof, provided that:


 


(i)            
the terms and conditions of any such contract may not be inconsistent with this Agreement and shall reflect an agreement
reached at arm’s length;


 


(ii)           
the fees of such Independent Contractor (which shall be an expense of the Trust) shall be reasonable and customary in light
of the nature and locality of the Mortgaged Property;


 


(iii)         
any such contract shall require, or shall be administered to require, that the Independent Contractor (A) pay all costs
and expenses incurred in connection with the operation and management of such REO Property, including, without limitation, those
listed in subsection (a) hereof, and (B) remit all related revenues collected (net of its fees and such costs
and expenses) to the Special Servicer upon receipt;


 


(iv)          
none of the provisions of this Section 3.15(c) relating to any such contract or to actions taken through any
such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations hereunder with
respect to the operation and management of any such REO Property; and


 


(v)          
the Special Servicer shall be obligated to manage and supervise such Independent Contractor in accordance with the Servicing
Standard.


 


The Special Servicer
shall be entitled to enter into any agreement with any Independent Contractor performing services for it related to its duties
and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement
shall be deemed to limit or modify such indemnification.


 


(d)           
When and as necessary, the Special Servicer shall send to the Trustee, the Certificate Administrator and the Master Servicer
a statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Sections 3.15(a) and 3.15(b).


 






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Section 3.16      
Sale of Defaulted Loans and REO Properties. (a) (i) Within thirty (30) days after a Defaulted Loan has become a Specially Serviced Loan, the Special Servicer shall
order (but shall not be required to have received) an Appraisal and within thirty (30) days of receipt of the Appraisal shall determine
the fair value of such Defaulted Loan in accordance with the Servicing Standard; provided, however, that if the Special
Servicer is then in the process of obtaining an Appraisal with respect to the related Mortgaged Property, the Special Servicer
shall make its fair value determination as soon as reasonably practicable (but in any event within thirty (30) days) after its
receipt of such an Appraisal. The Special Servicer may, from time to time, adjust its fair value determination based upon changed
circumstances, new information and other relevant factors, in each instance in accordance with a review of such circumstances and
new information in accordance with the Servicing Standard including, without limitation, the period and amount of the occupancy
level and physical condition of the related Mortgaged Property and the state of the local economy; provided that the Special
Servicer shall promptly notify the Master Servicer in writing of the initial fair value determination and any adjustment to its
fair value determination.


 


(ii)            
If any Mortgage Loan or Serviced Companion Loan subject to an Intercreditor Agreement is a Specially Serviced Loan or to
the extent otherwise required pursuant to the terms of the related Intercreditor Agreement, then the Special Servicer (with respect
to a Specially Serviced Loan) or the Master Servicer (with respect to a Non-Specially Serviced Loan) shall promptly notify
in writing the other, any related Companion Holder and any related mezzanine lender, as applicable, of any events requiring notice
under the Intercreditor Agreement in accordance with the terms thereof. Thereafter, any related Companion Holder and related mezzanine
lender, as applicable, shall, notwithstanding anything in this Section 3.16 to the contrary, have the option to purchase
the related Mortgage Loan and cure defaults relating thereto as and to the extent set forth in the related Intercreditor Agreement.


 


(iii)            
If any Mortgage Loan not subject to an Intercreditor Agreement becomes a Specially Serviced Loan, or if the related Companion
Holder or related mezzanine lender, as applicable, for any such Mortgage Loan subject to an Intercreditor Agreement has not previously
exercised the option to purchase the Mortgage Loan pursuant to the previous paragraph, the Special Servicer shall use reasonable
efforts to solicit offers for each Defaulted Loan on behalf of the Certificateholders and the holder of any related Serviced Companion
Loan in such manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis, if and
when the Special Servicer determines, consistent with the Servicing Standard, that no satisfactory arrangements (including by way
of a discounted pay-off) can be made for collection of delinquent payments thereon and such a sale would be in the best economic
interests of the Trust and, if applicable, the related Companion Holder. In the case of the Non-Serviced Mortgage Loan, under certain
limited circumstances permitted under the related Intercreditor Agreement, to the extent that such Non-Serviced Mortgage Loan is
not sold together with the related Non-Serviced Companion Loan by the applicable Non-Serviced Special Servicer for the related
Non-Serviced Whole Loan, the Special Servicer shall be entitled to sell such Non-Serviced Mortgage Loan if it determines in accordance
with the Servicing Standard that such action would be in the best interests of the Certificateholders and the Special Servicer
shall be entitled to a Liquidation Fee to the


 






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same
extent that the Special Servicer would be entitled to such Liquidation Fee had such Non-Serviced Mortgage Loan been a Serviced
Mortgage Loan. The Special Servicer is required to give the Trustee, the Certificate Administrator and the Master Servicer not
less than ten (10) Business Days’ prior written notice of its intention to sell any Defaulted Loan. In the absence
of a cash offer at least equal to the Purchase Price, the Special Servicer may purchase the Defaulted Loan for the Purchase Price
or may accept the first cash offer received from any Person that constitutes a fair price for the Defaulted Loan.


 


(iv)           
(A)  In the case of a Defaulted Loan, in the absence of any offer at least equal to the Purchase Price pursuant
to clause (iii) above (or purchase by the Special Servicer for such price), the Special Servicer shall solicit offers
and, subject to subclause (B) below, may accept the highest offer received from any Person that is determined by the
Special Servicer to constitute a fair price for such Defaulted Loan, if the offeror is a Person other than an Interested Person.
In determining whether any cash offer from a Person other than an Interested Person constitutes a fair price for any Defaulted
Loan, the Special Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative
appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the period
and amount of the occupancy level and physical condition of the related Mortgaged Property and the state of the local economy.
If the offeror is an Interested Person (provided that the Trustee may not be an offeror), the Trustee shall determine whether
the cash offer constitutes a fair price; provided that no offer from an Interested Person shall constitute a fair price
unless (x) it is the highest offer received and (y) if the offer is less than the applicable Purchase Price, at least
two other offers are received from independent third parties. In determining whether any offer received from an Interested Person
represents a fair price for any such Defaulted Loan, the Trustee shall rely on the most recent Appraisal (or update of such Appraisal)
of the related Mortgaged Property conducted in accordance with this Agreement within the preceding nine-month period or, in the
absence of any such Appraisal, on a new Appraisal. Except as provided in the following paragraph, the cost of any Appraisal will
be covered by, and will be reimbursable as, a Servicing Advance by the Master Servicer.


 


  Notwithstanding
anything contained in the preceding paragraph to the contrary, if the Trustee is required to determine whether a cash offer by
an Interested Person constitutes a fair price, the Trustee may (at its option and at the expense of the Interested Person) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience
in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, that has been selected with reasonable care by the
Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole Loan. If the Trustee
designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party shall be covered by, and shall be reimbursable by, the Interested Person; provided that the Trustee
will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. The Special


 






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Servicer
shall use efforts consistent with the Servicing Standard to collect payment from such Interested Person. If such expense is not
paid by the applicable Interested Person within thirty (30) days of demand for payment, such expense shall be reimbursable to
the Trustee by the Master Servicer as a Servicing Advance but the Special Servicer shall continue to use efforts consistent with
the Servicing Standard to collect such amounts from the applicable Interested Person. Neither the Trustee, in its individual capacity,
nor any of its Affiliates may make an offer for or purchase any Specially Serviced Loan.


 


(B)          
The Special Servicer will not be obligated to accept the highest offer if the Special Servicer determines and, in the case
of a Serviced Whole Loan or an REO Property related to a Serviced Whole Loan, the related Companion Holder), in accordance with
the Servicing Standard (and subject to the requirements of any related Intercreditor Agreement), that the rejection of such offer
would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property
related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable,
the related Companion Holder constituted a single lender (taking into account the subordinate or pari passu nature of such
Companion Loan, as the case may be)). In addition, the Special Servicer may accept a lower offer from any Person other than the
Special Servicer or its Affiliate if it determines, in accordance with the Servicing Standard, that the acceptance of such offer
would be in the best interests of the Holders of Certificates and, in the case of a sale of a Serviced Whole Loan or an REO Property
related to a Serviced Whole Loan, the related Companion Holder (as a collective whole, as if such Certificateholders and, if applicable,
the related Companion Holder constituted a single lender (taking into account the subordinate or pari passu nature of such
Companion Loan, as the case may be)) (for example, if the prospective buyer making the lower offer is more likely to perform its
obligations, or the terms offered by the prospective buyer making the lower offer are more favorable); provided that the
offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable
efforts to sell all Defaulted Loans prior to the Rated Final Distribution Date. For the avoidance of doubt, the Trustee shall have
no obligation to make any fair value determination, to the extent required to do so pursuant to this Section 3.16,
on the basis of anything other than the related Appraisal.


 


(v)            
Unless and until any Specially Serviced Loan is sold pursuant to this Section 3.16(a), the Special Servicer
shall pursue such other resolution strategies with respect to such Specially Serviced Loan, including, without limitation, workout
and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and the Servicing Standard
and the REMIC Provisions.


 


(b)           
(i)  (A)  The Special Servicer may purchase any REO Property at the Purchase Price therefor (in the
case of a Serviced Whole Loan, such purchase shall be a purchase of the entire REO Property, including the portion relating to
the related Companion Loan). The


 






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Special
Servicer may also offer to sell to any Person any REO Property (in the case of a Serviced Whole Loan, such sale shall be a sale
of the entire REO Property, including the portion relating to the related Companion Loan), if and when the Special Servicer determines,
consistent with the Servicing Standard, that such a sale would be in the best economic interest of the Trust and the related Companion
Holders. The Special Servicer shall give the Trustee, the Master Servicer, each Companion Holder, the Risk Retention Consultation
Parties and the Certificate Administrator, not less than five (5) days’ prior written notice of the Purchase Price and its
intention to (i) purchase any REO Property at the Purchase Price therefor or (ii) sell any REO Property, in which case
the Special Servicer shall accept the highest offer received from any Person for any REO Property in an amount at least equal
to the Purchase Price therefor. To the extent permitted by applicable law, and subject to the Servicing Standard, the Master Servicer,
an Affiliate of the Master Servicer, the Special Servicer or an Affiliate of the Special Servicer, or an employee of either of
them may act as broker in connection with the sale of any REO Property and may retain from the proceeds of such sale a brokerage
commission that does not exceed the commission that would have been earned by an independent broker pursuant to a brokerage agreement
entered into at arm’s length.


 


(B)          
In the absence of any such offer as set forth in subclause (A) above, the Special Servicer shall, subject to
subclause (C) below, accept the highest offer for such REO Property received from any Person that is determined to
be a fair price (1) by the Special Servicer, if the highest offeror is a Person other than an Interested Person, or (2) by
the Trustee, if the highest offeror is an Interested Person unless such offer by an Interested Person (i) is equal to or greater
than the applicable Purchase Price and (ii) is the highest offer received; provided, however, that absent an
offer at least equal to the Purchase Price, no offer from an Interested Person shall constitute a fair price unless (A) it
is the highest offer received and (B) at least two other offers are received from independent third parties. Notwithstanding
anything to the contrary herein, neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for
or purchase any REO Property pursuant hereto.


 


(C)          
The Special Servicer shall not be obligated by either of the foregoing paragraphs or otherwise to accept the highest offer
if the Special Servicer determines, in accordance with the Servicing Standard, that rejection of such offer would be in the best
interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion Holder, in either case,
as a collective whole (taking into account the subordinate or pari passu nature of any Serviced Companion Loans). In addition,
the Special Servicer may accept a lower offer if it determines, in accordance with the Servicing Standard, that acceptance of such
offer would be in the best interests of the Certificateholders and, with respect to any Serviced Whole Loan, the related Companion
Holder, in either case, as a collective whole (taking into account the subordinate or pari passu nature of any Serviced
Companion Loans) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the
terms offered by the prospective buyer making the lower offer are more favorable); provided that the offeror is not the
Special Servicer or a Person that is an Affiliate of the Special Servicer.


 






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(D)          
In determining whether any offer received from an Interested Person represents a fair price for any REO Property, the Trustee
shall obtain and may conclusively rely on the opinion of an Independent appraiser or other Independent expert in real estate matters
retained by the Trustee in connection with making such determination. The reasonable cost of such Independent appraiser or other
Independent expert shall be an expense of the offering Interested Person purchaser. The reasonable fees and costs of all appraisals,
inspection reports and broker opinions of value incurred by any such third party shall be covered by, and shall be reimbursable,
from the offering Interested Person and the Special Servicer shall use efforts consistent with the Servicing Standard to collect
payment from such Interested Person. If such expense is not paid by the applicable Interested Person within thirty (30) days of
demand for payment, such expense shall be reimbursable to the Trustee by the Master Servicer as a Servicing Advance but the Special
Servicer shall continue to use efforts consistent with the Servicing Standard to collect such amounts from the applicable Interested
Person. In determining whether any offer constitutes a fair price for any REO Property, the Special Servicer or the Trustee (or,
if applicable, such appraiser) shall take into account, and any appraiser or other expert in real estate matters shall be instructed
to take into account, as applicable, among other factors, the physical condition of such REO Property, the state of the local economy
and the Trust’s obligation to comply with REMIC Provisions.


 


(ii)          
Subject to the Servicing Standard, the Special Servicer shall act on behalf of the Trust and the related Companion Holders,
in negotiating and taking any other action necessary or appropriate in connection with the sale of any REO Property, including
the collection of all amounts payable in connection therewith. A sale of any REO Property shall be without recourse to, or representation
or warranty by, the Trustee, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trust
(except that any contract of sale and assignment and conveyance documents may contain customary warranties of title, so long as
the only recourse for breach thereof is to the Trust) and, if consummated in accordance with the terms of this Agreement, none
of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator nor the Trustee shall have any liability
to the Trust or any Certificateholder or related Companion Holder (if applicable) with respect to the purchase price therefor accepted
by the Special Servicer or the Trustee.


 


(c)          
Any sale of a Defaulted Loan or any REO Property shall be for cash only (unless changes in the REMIC Provisions or authoritative
interpretations thereof made or issued subsequent to the Startup Day allow a sale for other consideration).


 


(d)         
With respect to each Serviced Pari Passu Whole Loan, pursuant to the terms of the related Intercreditor Agreement and this
Agreement, if the related Serviced Pari Passu Whole Loan becomes a Defaulted Loan, and if the Special Servicer determines to sell
the related Mortgage Loan that has become a Defaulted Loan in accordance with this Section 3.16, then the Special Servicer
shall sell the related Serviced Pari Passu Companion Loan together with such Mortgage Loan as one whole loan and shall require
that all offers be submitted to the Special Servicer in writing. With respect to the Serviced AB Whole Loan, to the extent not


 






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prohibited
by the related Intercreditor Agreement, the Special Servicer shall sell the Serviced AB Subordinate Companion Loan along with
the related Mortgage Loan and any related Pari Passu Companion Loans if it determines that a sale of the Serviced AB Whole Loan
would maximize recoveries on the Serviced AB Whole Loan in accordance with the Servicing Standard and the Special Servicer shall
be entitled to a Liquidation Fee for the entire AB Whole Loan. In addition, prior to the occurrence and continuance of a Control
Appraisal Period with respect to any Serviced AB Whole Loan, the Special Servicer shall only sell such Serviced AB Whole Loan
for less than the Purchase Price with the consent of the holder of the related Serviced AB Subordinate Companion Loan. To the
extent a determination is required to be made hereunder as to whether any cash offer constitutes a fair price for the Serviced
Whole Loan, such determination shall be made by the Special Servicer unless the offeror is an Interested Person and by the Trustee
if the offeror is an Interested Person. Notwithstanding the foregoing, the Special Servicer will not be permitted to sell the
related Mortgage Loan together with the related Serviced Pari Passu Companion Loan(s) if it becomes a defaulted Whole Loan without
the written consent of the holder of the related Serviced Pari Passu Companion Loan (provided that such consent is not
required if the holder of the Serviced Pari Passu Companion Loan is the Mortgagor or an Affiliate of the Mortgagor) unless the
Special Servicer has delivered to the Other Servicer under the applicable Other Securitization, who shall deliver to the related
directing certificateholder for the holder of the related Serviced Pari Passu Companion Loan: (a) at least fifteen (15) Business
Days prior written notice of any decision to attempt to sell such Serviced Whole Loan; (b) at least ten (10) days prior to
the permitted sale date, a copy of each bid package (together with any material amendments to such bid packages) received by the
Special Servicer in connection with any such proposed sale; (c) at least ten (10) days prior to the proposed sale date, a
copy of the most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably
requested by the holder of the related Serviced Pari Passu Companion Loan that are material to the sale price of such Serviced
Pari Passu Whole 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 Master Servicer or the Special Servicer in connection with the proposed sale.
The holder of the related Serviced Pari Passu Companion Loan (or its representative) will be permitted to submit an offer at any
sale of such Serviced Whole Loan; provided, however, the related Mortgagor and its agents and Affiliates shall not
be permitted to submit an offer at such sale. Notwithstanding the foregoing, with respect to each Serviced Pari Passu Whole Loan,
the holder of the related Companion Loan may waive any of the delivery or timing requirements set forth in this paragraph with
respect to the related Serviced Whole Loan. If the Trustee is required to determine whether a cash offer by an Interested Person
constitutes a fair price, the Trustee may (at its option and at the expense of the offering Interested Person purchaser) designate
an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience
in valuing loans similar to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected with
reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Mortgage Loan or Serviced Whole
Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively
upon such third party’s determination. The reasonable fees of, and the costs of all appraisals, inspection reports and broker
opinions of value incurred by any such third party pursuant to this paragraph shall be covered by, and shall be


  



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reimbursable,
from the Interested Person; provided that Trustee will not engage a third party expert whose fees exceed a commercially
reasonable amount as determined by the Trustee.


 


(e)          
(i)  Notwithstanding anything in this Section 3.16 to the contrary, pursuant to the terms of the related
Intercreditor Agreement, the holder of the related AB Subordinate Companion Loan for each applicable Serviced Whole Loan will have
the right to purchase the related Mortgage Loan or related REO Property, as applicable. Such right of the holder of such AB Subordinate
Companion Loan shall be given priority over any provision described in this Section 3.16 as and to the extent set forth
in the related Intercreditor Agreement. If the related Mortgage Loan or related REO Property is purchased by the holder of such
AB Subordinate Companion Loan, repurchased by the applicable Mortgage Loan Seller or otherwise ceases to be subject to this Agreement,
the related AB Subordinate Companion Loan will no longer be subject to this Agreement.


 


(ii)          
Notwithstanding anything in this Section 3.16 to the contrary, any mezzanine lender will have the right to purchase
the related Mortgage Loan or REO Property, as applicable, and cure defaults relating thereto, as and to the extent set forth in
the related Intercreditor Agreement.


 


(f)          
Unless otherwise provided in an Intercreditor Agreement the sale of any Mortgage Loan pursuant to this Section 3.16
will be on a servicing released basis.


 


(g)         
In the event the Master Servicer or the Special Servicer has the right to purchase any Companion Loan on behalf of the Trust
pursuant to the related Intercreditor Agreement, neither the Master Servicer nor the Special Servicer shall exercise such right.


 


Section 3.17      
Additional Obligations of Master Servicer and Special Servicer. (a)  The Master Servicer shall deliver
all Compensating Interest Payments (other than the portion of any Compensating Interest Payment allocated to a Serviced Pari Passu
Companion Loan) to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account on each Master Servicer
Remittance Date, without any right of reimbursement therefor. The Master Servicer shall deliver the portion of any Compensating
Interest Payment allocated to a Serviced Pari Passu Companion Loan to the Companion Paying Agent for deposit in the Companion Distribution
Account on each Master Servicer Remittance Date, without any right of reimbursement therefor.


 


(b)         
The Master Servicer or the Special Servicer, as applicable, shall provide to each Companion Holder any reports or notices
required to be delivered to such Companion Holder pursuant to the related Intercreditor Agreement.


 


(c)         
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement
thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account and available for distribution on the next Distribution Date, the Master Servicer, the Special Servicer or the Trustee,
each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of
such Nonrecoverable Advance pursuant to Section 3.05(a)(v) immediately, as an accommodation may


 






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elect
to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during the one month collection period
ending on the then-current Determination Date, for successive one-month periods for a total period not to exceed twelve
(12) months, and any election to so defer or not to defer shall be deemed to be in accordance with the Servicing Standard. If
the Master Servicer, the Special Servicer or the Trustee makes such an election at its sole option and in its sole discretion
to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent
collection period (subject, again, to the same sole option to defer; it is acknowledged that, in such a subsequent period, such
Nonrecoverable Advance shall again be payable first from principal collections as described above prior to payment from
other collections). In connection with a potential election by the Master Servicer, the Special Servicer or the Trustee to refrain
from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one month collection period ending
on the related Determination Date for any Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further
be authorized to wait for principal collections on the Mortgage Loans to be received until the end of such collection period before
making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof);
provided, however, that if, at any time the Master Servicer, the Special Servicer or the Trustee, as applicable,
elects, in its sole discretion, not to refrain from obtaining such reimbursement or otherwise determines that the reimbursement
of a Nonrecoverable Advance during a one-month collection period will exceed the full amount of the principal portion of general
collections deposited in the Collection Account for such Distribution Date, then the Master Servicer, the Special Servicer or
the Trustee, as applicable, shall use its reasonable efforts to give the 17g-5 Information Provider fifteen (15) days’
notice of such determination for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
unless extraordinary circumstances make such notice impractical, and thereafter shall deliver such notice to the 17g-5 Information
Provider as soon as practical thereafter. Notwithstanding the foregoing, failure to give notice as required by the preceding sentence
shall in no way affect the Master Servicer’s, the Special Servicer’s or the Trustee’s election whether to refrain
from obtaining such reimbursement as described in this Section 3.17(c). Nothing herein shall give the Master Servicer
or the Trustee the right to defer reimbursement of a Nonrecoverable Advance to the extent of any principal collections then available
in the Collection Account pursuant to Section 3.05(a)(v).


 


The foregoing shall not,
however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply
with the conditions to making such an election under this section or to comply with the terms of this section and the other provisions
of this Agreement that apply once such an election, if any, has been made; provided, however, that the fact that
a decision to recover such Nonrecoverable Advances over time, or not to do so, benefits some classes of Certificateholders to the
detriment of other classes shall not, with respect to the Master Servicer or the Special Servicer, as applicable, constitute a
violation of the Servicing Standard and/or with respect to the Trustee (solely in its capacity as Trustee), constitute a violation
of any fiduciary duty to Certificateholders or any contractual obligation hereunder. If the Master Servicer, the Special Servicer
or the Trustee, as applicable, determines, in its sole discretion, that its ability to fully recover the Nonrecoverable Advances
has been compromised, then the Master Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable


 






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Advances
with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date (deemed
first from principal and then interest). Any such election by any such party to refrain from reimbursing itself
or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more collection periods
shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual
reimbursement of such Nonrecoverable Advance. The Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, agreement to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the
Certificateholders and shall not be construed as an obligation on the part of the Master Servicer, the Special Servicer or the
Trustee, as applicable, or a right of the Certificateholders. Nothing herein shall be deemed to create in the Certificateholders
a right to prior payment of distributions over the Master Servicer’s, the Special Servicer’s or the Trustee’s,
as applicable, right to reimbursement for Advances (deferred or otherwise) and accrued interest thereon. In all events, the decision
to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with
the Servicing Standard and none of the Master Servicer, the Special Servicer, the Trustee or the other parties to this Agreement
shall have any liability to one another or to any of the Certificateholders or any of the Companion Holders for any such election
that such party makes as contemplated by this section or for any losses, damages or other adverse economic or other effects that
may arise from such an election.


 


With respect to any modification
or amendment of any Intercreditor Agreement related to a Serviced Whole Loan (to the extent received), the Master Servicer or the
Special Servicer, as applicable, shall provide to the 17g-5 Information Provider a copy of any such modification or amendment,
which the 17g-5 Information Provider shall promptly post on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(d)      
With respect to any Mortgage Loan (or Serviced Whole Loan), if the related loan documents permit the lender to (but do not
require the lender to), at its option, prior to an event of default under the related Mortgage Loan (or Serviced Whole Loan), apply
amounts held in any reserve account as a prepayment or hold such amounts in a reserve account, the Master Servicer or the Special
Servicer, as applicable, may not apply such amounts as a prepayment, and will instead continue to hold such amounts in the applicable
reserve account, unless not applying those amounts as a prepayment would be a violation of the Servicing Standard. Such amount
may be used, if permitted under the loan documents, to defease the loan, or may be used to prepay the Mortgage Loan (or Serviced
Whole Loan), or for other purpose consistent with the Servicing Standard and the loan documents, upon a subsequent default.


 


(e)            
Within three (3) Business Days after the execution of any amendment or modification of any Intercreditor Agreement, the
Master Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of such modification
or amendment of any such Intercreditor Agreement, and such amendment or modification shall be a Reportable Event as set forth in
Section 11.07.


 


Section 3.18      
Modifications, Waivers, Amendments and Consents. (a)  Except as set forth in Section 3.08(a), Section 3.08(b),
this Section 3.18(a), Section 3.18(c), Section 3.18(f), Section 3.18(g), Section 3.18(j) and Section 6.08,
but subject to any other conditions set forth thereunder and, with respect to any Mortgage Loan (other than any Non-


 






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Serviced
Mortgage Loan) or any Serviced Whole Loan, (and with respect to any Serviced Whole Loan, subject to the rights of the related
Companion Holder, as applicable, to advise or consult with the Special Servicer with respect to, or to consent to, a modification,
waiver or amendment, in each case, pursuant to the terms of the related Intercreditor Agreement), the Special Servicer shall not
modify, waive or amend the terms of a Mortgage Loan and/or related Companion Loan that would constitute a Major Decision without
having consulted with the Risk Retention Consultation Parties on a non-binding basis (to the extent the Risk Retention Consultation
Parties have consultation rights pursuant to Section 6.08 of this Agreement); provided that no extension entered
into pursuant to this Section 3.18(a) shall extend the Maturity Date beyond the earlier of (i) five (5) years
prior to the Rated Final Distribution Date and (ii) in the case of a Mortgage Loan secured solely or primarily by a leasehold
estate and not also the related fee interest, the date twenty (20) years or, to the extent consistent with the Servicing Standard
giving due consideration to the remaining term of the Ground Lease, ten (10) years, prior to the expiration of such leasehold
estate. If such extension would extend the Maturity Date of such Mortgage Loan and/or related Companion Loan for more than twelve
(12) months from and after the original Maturity Date of such Mortgage Loan and/or related Companion Loan and such Mortgage Loan
and/or related Companion Loan is not in default or default with respect thereto is not reasonably foreseeable, prior to any such
extension, the Special Servicer shall provide the Trustee, the Certificate Administrator and the Master Servicer with an Opinion
of Counsel (at the expense of the related Mortgagor to the extent permitted under the Mortgage Loan documents and, if not required
or permitted to be paid by the Mortgagor, to be paid as an expense of the Trust in accordance with Section 3.11(d)) that
such extension would not constitute a “significant modification” of the Mortgage Loan and/or Serviced Companion Loan
within the meaning of Treasury Regulations Section 1.860G-2(b). Notwithstanding the foregoing, subject to the rights
of the related Companion Holder to advise the Master Servicer with respect to, or consent to, such modification, waiver or amendment
pursuant to the terms of the related Intercreditor Agreement, the Master Servicer, with respect to Non-Specially Serviced
Loans, without the consent of the applicable Special Servicer, may modify or amend the terms of any Non-Specially Serviced Loan
and/or related Serviced Companion Loan in order to (i) cure any ambiguity or mistake therein or (ii) correct or supplement
any provisions therein which may be inconsistent with any other provisions therein or correct any error; provided that, if the
Mortgage Loan (other than any Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan is not in default or default
with respect thereto is not reasonably foreseeable, such modification or amendment would not be a “significant modification”
of the Mortgage Loan and/or related Serviced Companion Loan within the meaning of Treasury Regulations Section 1.860G-2(b).


 


Subject to Section 6.08,
applicable law and the Mortgage Loan and/or related Serviced Companion Loan documents, neither the Master Servicer nor the Special
Servicer shall permit the substitution of any Mortgaged Property (or any portion thereof) for one or more other parcels of real
property at any time the Mortgage Loan and/or related Serviced Companion Loan is not in default pursuant to the terms of the related
Mortgage Loan and/or related Serviced Companion Loan documents or default with respect thereto is not reasonably foreseeable unless
(i) the Master Servicer or the Special Servicer, as applicable, obtains Rating Agency Confirmation from each Rating Agency
and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency


 






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Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and (ii) such substitution
would not be a “significant modification” of the Mortgage Loan and/or related Serviced Companion Loan within the meaning
of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event to occur (and the Master Servicer
or the Special Servicer, as applicable, may obtain and rely upon an Opinion of Counsel (at the expense of the related Mortgagor
if not prohibited by the terms of the related Mortgage Loan documents, and if so prohibited, at the expense of the Trust) with
respect thereto).


 


In connection with (i) the
release of a Mortgaged Property (other than any Non-Serviced Mortgaged Property), or any portion of such Mortgaged Property from
the lien of the related Mortgage or (ii) the taking of a Mortgaged Property (other than any Non-Serviced Mortgaged Property),
or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the related Mortgage Loan
documents require the Master Servicer or the Special Servicer, as applicable, to calculate (or to approve the calculation of the
related Mortgagor of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market
value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification
of the related Mortgage Loan, then such calculation shall, unless then permitted by the REMIC Provisions, exclude the value of
personal property and going concern value, if any, as determined by an appropriate third party.


 


If, following any such
release or taking, the loan-to-value ratio (as so calculated) is greater than 125%, the Master Servicer or the Special Servicer,
as applicable, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30
or any successor provision, unless the related Mortgagor provides an Opinion of Counsel (at the expense of the related Mortgagor
if allowed by the terms of the related Mortgage Loan documents, and if not allowed, at the expense of the Trust) that, if such
amount is not paid, the related Mortgage Loan will not fail to be a Qualified Mortgage.


 


Upon receiving a request
for any matter described in this Section 3.18(a) that constitutes a Major Decision with respect to a Mortgage Loan
that is a Non-Specially Serviced Loan, the Master Servicer shall promptly forward such request to the Special Servicer and the
Special Servicer shall process such request (including, without limitation, interfacing with the Mortgagor) and except as provided
in the next sentence, the Master Servicer shall have no further obligation with respect to such request or the Major Decision.
The Master Servicer will deliver to the Special Servicer any additional information in the Master Servicer’s possession requested
by the Special Servicer relating to such Major Decision. The Master Servicer shall not be permitted to process any Major Decision
and shall not be required to interface with the Mortgagor or provide a written recommendation and/or analysis with respect to any
Major Decision unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such Major
Decision with respect to a Mortgage Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably
agreed to by the Master Servicer and the Special Servicer, including the Special Servicer’s consent (which will be deemed
given in accordance with Section 6.08).


 






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(b)           
If the Special Servicer determines that a modification, waiver or amendment (including, without limitation, the forgiveness
or deferral of interest or principal or the substitution of collateral pursuant to the terms of the Mortgage Loan (other than any
Non-Serviced Mortgage Loan) and/or related Serviced Companion Loan or otherwise, the release of collateral or the pledge of additional
collateral) of the terms of a Specially Serviced Loan (or any Non-Specially Serviced Loan with respect to which such determination
derives from the Special Servicer’s consideration of a Major Decision that is subject to its processing and/or consent rights
pursuant to Section 3.18) with respect to which a payment default or other material default has occurred or a payment default
or other material default is, in the Special Servicer’s judgment, reasonably foreseeable (as evidenced by an Officer’s
Certificate of the Special Servicer), is reasonably likely to produce a greater recovery on a net present value basis (the relevant
discounting to be performed at the related Mortgage Rate) to the Trust and, if applicable, the Companion Holders, as the holders
of the related Serviced Companion Loan, than liquidation of such Specially Serviced Loan, then the Special Servicer may agree to
a modification, waiver or amendment of such Specially Serviced Loan, subject to (x) the provisions of this Section 3.18(b)
and Section 3.18(c) and (y) with respect to a Serviced Whole Loan, the rights of the related Companion Noteholder or
with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) with mezzanine debt, the rights of the related mezzanine
lender, to advise or consult with the Special Servicer with respect to, or consent to, such modification, waiver or amendment,
in each case, pursuant to the terms of the related Intercreditor Agreement or mezzanine intercreditor agreement, as applicable;
provided that in the case of any release or substitution of collateral (other than a defeasance), the Special Servicer shall
have obtained an Opinion of Counsel that such release or substitution would not be a “significant modification” of
the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b) or otherwise cause an Adverse REMIC Event
to occur.


 


The Special Servicer
shall use its reasonable efforts to the extent possible to cause each Specially Serviced Loan to fully amortize prior to the Rated
Final Distribution Date and shall not agree to a modification, waiver or amendment of any term of any Specially Serviced Loan if
such modification, waiver or amendment would (1) extend the maturity date of any such Specially Serviced Loan to a date occurring
later than the earlier of (a) five (5) years prior to the Rated Final Distribution Date and (b) if such Specially Serviced
Loan is secured solely or primarily by a leasehold estate and not also the related fee interest, the date occurring twenty (20)
years or, to the extent consistent with the Servicing Standard giving due consideration to the remaining term of the ground lease,
ten (10) years, prior to the expiration of the ground lease, or (2) provide for the deferral of interest unless interest accrues
on the related Mortgage Loan, or Serviced Whole Loan generally at the related Mortgage Rate.


 


(c)            
Any provision of this Section 3.18 to the contrary notwithstanding, except when a Mortgage Loan and/or Companion
Loan is in default or default with respect thereto is reasonably foreseeable, no fee described in this Section 3.18
shall be collected by any Master Servicer or Special Servicer from a Mortgagor (or on behalf of the Mortgagor) in conjunction with
any consent or any modification, waiver or amendment of a Mortgage Loan or Companion Loan, as applicable (unless the amount thereof
is specified in the related Mortgage Note) if the collection of such fee would cause such consent, modification, waiver or amendment
to be a “significant modification” of the Mortgage Note within the meaning of Treasury Regulations Section 1.860G-2(b).


 






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To the extent consistent
with this Agreement (including, without limitation, the first sentence of Section 3.18(a), and Section 6.08),
the Master Servicer (as provided in Section 3.08(a), 3.08(b) and Section 3.18(j) if such matter
constitutes a Master Servicer Decision) or the Special Servicer (as provided in Section 3.08(a), Section 3.08(b)
and Section 3.18(a) if any such waiver, modification or amendment constitutes a Major Decision) may, consistent with
the Servicing Standard, agree to any waiver, modification or amendment of a Mortgage Loan and/or Serviced Companion Loan that is
not in default or as to which default is not reasonably foreseeable only if the contemplated waiver, modification or amendment
(i) will not be a “significant modification” of the Mortgage Loan within the meaning of Treasury Regulations Section 1.860G-2(b)
and (ii) will not cause an Adverse REMIC Event to occur. In making this determination, the Master Servicer or the Special
Servicer may obtain and rely upon (and shall provide to the Trustee and the Certificate Administrator if obtained) an Opinion of
Counsel (at the expense of the related Mortgagor or such other Person requesting such modification or, if such expense cannot be
collected from the related Mortgagor or such other Person, to be paid out of the Collection Account pursuant to Section 3.05(a);
provided that the Master Servicer or the Special Servicer, as the case may be, shall use its reasonable efforts to collect
such fee from the Mortgagor or such other Person to the extent permitted under the related Mortgage Loan documents). Notwithstanding
the foregoing, neither the Master Servicer nor the Special Servicer may waive the payment of any Prepayment Premium or Yield Maintenance
Charge or the requirement that any prepayment of a Mortgage Loan be made on a Due Date, or if not made on a Due Date, be accompanied
by all interest that would be due on the next Due Date with respect to any Mortgage Loan, Serviced Companion Loan that is not a
Specially Serviced Loan.


 


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


 


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


 


With respect to any modification,
waiver or amendment for which it is responsible for processing pursuant to Section 3.18(a) (including, for the avoidance
of doubt, any property management changes), the Special Servicer shall notify the Master Servicer, the Trustee, the Certificate
Administrator, the Risk Retention Consultation Parties, the applicable Companion Holder (unless, with respect to a holder of a
Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period has occurred, if applicable), the related Mortgage Loan


  



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Seller
(if such Mortgage Loan Seller is not a Master Servicer or Sub-Servicer of such Mortgage Loan) and the 17g-5 Information
Provider (which shall promptly post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c))
in writing of any modification, waiver or amendment (in each case, after it is finalized and executed) of any term of any Mortgage
Loan or Companion Loan that is modified, waived or amended and the date thereof. With respect to any modification, waiver or amendment
(in each case, after it is finalized and executed) for which it is responsible for processing pursuant to Section 3.18(a) (including, for the avoidance of doubt, any property management changes), the Master Servicer shall provide written notice
of any such modification, waiver or amendment to the Trustee, the Certificate Administrator, the Special Servicer, the applicable
Companion Holder (unless, with respect to a holder of a Serviced AB Subordinate Companion Loan, an AB Control Appraisal Period
has occurred, if applicable) and the related Mortgage Loan Seller (so long as such Mortgage Loan Seller is not a Master Servicer
or Sub-Servicer of such Mortgage Loan) and the 17g-5 Information Provider (which shall promptly post such notice on the
17g-5 Information Provider’s Website in accordance with Section 3.13(c)). The party responsible for delivering
notice shall deliver to the Custodian with a copy to the Master Servicer (if such notice is being delivered by the Special Servicer)
for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver or amendment,
promptly (and in any event within ten (10) Business Days) following the execution thereof, with a copy to the applicable Companion
Holder, if any. Following receipt of the Master Servicer’s or the Special Servicer’s, as applicable, delivery of the
aforesaid modification, waiver or amendment to the Certificate Administrator, the Certificate Administrator shall forward a copy
thereof to each Holder of a Certificate (other than the Class R Certificates) upon request. With respect to the processing
of any modification, waiver or consent related to any Mortgagor incurring additional debt or mezzanine debt, the Special Servicer
(if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.18(a)) or the Master
Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.18(j)) shall,
on or before the later of (i) 3:00 p.m. on the related Master Servicer Remittance Date and (ii) five (5) Business
Days immediately following the Master Servicer or the Special Servicer, as applicable, obtaining actual knowledge of the incurrence
of such additional debt or mezzanine debt, deliver notice of the Mortgagor’s incurrence of such debt, substantially in the
form of Exhibit KK, to cts.sec.notifications@wellsfargo.com. The notice contemplated in the preceding sentence shall
set forth, to the extent the Special Servicer or Master Servicer, as applicable, has the requisite information or can reasonably
obtain such information, (1) the amount of additional debt that was incurred in the related Collection Period, (2) the total debt
service coverage ratio calculated on the basis of such Mortgage Loan and additional debt, and (3) the aggregate LTV Ratio
calculated on the basis of such Mortgage Loan and additional debt. In the event that either (i) the CREFC®
Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master
Servicer, Special Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate
Administrator that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include
such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no
longer subject to the Exchange Act, the additional report in the form of Exhibit KK shall no longer be required hereunder.
From time to time, the Master Servicer, Special Servicer and Certificate Administrator may agree on a different delivery time
and format for the information set forth in this paragraph.


 






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(f)            
Subject to the consent rights and processes set forth in Section 6.08 with respect to Major Decisions, the Master
Servicer shall process all defeasances of Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced Companion Loans
in accordance with the terms of the related Mortgage Loan documents, and shall be entitled to any defeasance fees paid relating
thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s
portion of any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under
this Agreement). Notwithstanding the foregoing, the Master Servicer shall not permit (or, with regard to any Non-Serviced Mortgage
Loan, take any act in furtherance of) the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage
Loan or a Serviced Whole Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and
the Master Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury
Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the applicable Mortgage Loan documents, in
an amount sufficient to make all scheduled payments under the related Mortgage Loan (or defeased portion thereof) when due, (ii) a
certificate of an Independent certified public accountant to the effect that such substituted property will provide cash flows
sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole
Loan in compliance with the requirements of the terms of the related Mortgage Loan documents and, if applicable, Companion Loan
documents, (iii) one or more Opinions of Counsel (at the expense of the related Mortgagor) to the effect that the Trustee,
on behalf of the Trust, will have a first priority perfected security interest in such substituted Mortgaged Property; provided,
however, that, to the extent consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents,
the related Mortgagor shall pay the cost of any such opinion as a condition to granting such defeasance, (iv) to the extent
consistent with the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Mortgagor shall establish
a single purpose entity to act as a successor Mortgagor, if so required by the Rating Agencies, (v) to the extent permissible
under the related Mortgage Loan documents and, if applicable, Companion Loan documents, the Master Servicer shall use its reasonable
efforts to require the related Mortgagor to pay all costs of such defeasance, including but not limited to the cost of maintaining
any successor Mortgagor, and (vi) to the extent permissible under the Mortgage Loan documents and, if applicable, Companion
Loan documents, the Master Servicer shall obtain, at the expense of the related Mortgagor, Rating Agency Confirmation from each
Rating Agency and a confirmation of any applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any class of Serviced Companion Loan Securities (if any) (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25); provided, further, however,
that no such confirmation from any Rating Agency shall be required to the extent that the Master Servicer has delivered a defeasance
certificate substantially in the form of Exhibit U hereto for any Mortgage Loan that (together with any Mortgage Loans
cross-collateralized with such Mortgage Loans) is: (i) a Mortgage Loan with a Cut-off Date Balance less than $35,000,000,
(ii) a Mortgage Loan that represents less than 5% of the aggregate Cut-off Date Balance of all Mortgage Loans, and (iii) a
Mortgage Loan that is not one of the ten largest Mortgage Loans by Stated Principal Balance. Notwithstanding the foregoing, in
the event that requiring the Mortgagor to pay for the items specified in clauses (ii), (iv) and (v) in
the preceding sentence would be inconsistent with the


 






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related
Mortgage Loan documents, such reasonable costs shall be paid by the related Mortgage Loan Seller as and to the extent set forth
in the applicable Mortgage Loan Purchase Agreement.


 


(g)           
Notwithstanding anything herein or in the related Mortgage Loan documents and, if applicable, Companion Loan documents,
to the contrary, the Master Servicer may permit the substitution of “government securities,” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii)
for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or a Serviced Whole Loan, as applicable (or
any portion thereof), in lieu of the defeasance collateral specified in the related Mortgage Loan documents or Serviced Whole Loan
documents, as applicable; provided that such substitution is consistent with the Servicing Standard and the Master Servicer
(subject to the Special Servicer’s processing and/or consent rights pursuant to Section 3.20(a) with respect
to any such action that constitutes a Major Decision) reasonably determines that allowing their use would not cause a default or
event of default to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the
Mortgagor to the extent permitted under the Mortgage Loan documents and, if applicable, Companion Loan documents or otherwise as
a Trust Fund expense) to the effect that such use would not be and would not constitute a “significant modification”
of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise constitute
an Adverse REMIC Event with respect to any Trust REMIC; and provided, further, that the requirements set forth in
Section 3.18(f) (including receipt of any Rating Agency Confirmation) are satisfied; and provided, further,
that such securities are backed by the full faith and credit of the United States government, or the Master Servicer shall obtain
Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion Loan Securities
(if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Notwithstanding the foregoing,
with respect to all of the Mortgage Loans, originated or acquired by JPMCB, GACC or CREFI that are subject to defeasance, JPMCB,
GACC or CREFI, as applicable, has transferred to a third party or has retained on behalf of itself or an Affiliate the right to
establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (any
such right or obligation, the “Retained Defeasance Rights and Obligations”). In the event the Master Servicer
receives notice of a defeasance request with respect to a Mortgage Loan for which JPMCB, GACC or CREFI, as applicable, is the related
Mortgage Loan Seller, which such Mortgage Loan provides for Retained Defeasance Rights and Obligations in the related Mortgage
Loan documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such
defeasance request to JPMCB, GACC or CREFI, as applicable, in the case of any such Mortgage Loan for which JPMCB, GACC or CREFI,
as applicable, is the related Mortgage Loan Seller. Until such time as JPMCB, GACC or CREFI, as applicable, provides the Master
Servicer with written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and
Obligations as to which (i) JPMCB is the related Mortgage Loan Seller shall be delivered to JPMorgan Chase Bank, National
Association, 383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: Kunal K. Singh, email:


 






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US_CMBS_Notice@jpmorgan.com,
with a copy to JPMorgan Chase Bank, National Association, 4 New York Plaza, Floor 21, New York, NY 10004-2413, Attention: SPG
Legal, email: US_CMBS_Notice@jpmorgan.com (ii) GACC is the related Mortgage Loan Seller shall be delivered to 60 Wall Street,
New York, New York  10005, Attention:  Lainie Kaye with copies via email to cmbs.requests@db.com, and (iii) CREFI is
the related Mortgage Loan Seller shall be delivered to Citi Real Estate Funding Inc., 388 Greenwich Street, 6th Floor, New York,
New York 10013, Attention: Richard Simpson, Facsimile: (646) 328-2943, with a copy to Citi Real Estate Funding Inc., 388 Greenwich
Street, 17th Floor, New York, New York 10013, Attention: Ryan O’Connor, with a copy to 388 Greenwich Street, 6th Floor,
New York, New York 10013, Attention: Ana Rosu, Facsimile: (646) 328-2938, and with copies by electronic mail to Richard.simpson@citi.com,
ryan.m.oconnor@citi.com and ana.rosu@citi.com. With respect to any Mortgage Loan originated or acquired by JPMCB, GACC or CREFI
that is subject to defeasance, if the successor borrower is not designated or formed by JPMCB, GACC or CREFI or any Affiliate
or successor thereto, the successor borrower shall be reasonably acceptable to the Master Servicer in accordance with the Servicing
Standard. For the avoidance of doubt, there are no Retained Defeasance Rights and Obligations related to the Mortgage Loans for
which CREFI is the Mortgage Loan Seller.


 


If required under the
related Mortgage Loan or Companion Loan documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall
establish and maintain one or more accounts (the “Defeasance Accounts”), which shall be Eligible Accounts, into
which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall
be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Mortgage Loan or Companion Loan
documents. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance
Account for a period in excess of ninety (90) days, unless such amounts are reinvested by the Master Servicer in “government
securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, that comply with Treasury
Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account, the
Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property into
the Collection Account and treat any such payments as payments made on the Mortgage Loan or Companion Loan in advance of its Due
Date in accordance with clause (a)(i) of the definition of “Aggregate Available Funds” and not as a prepayment
of the related Mortgage Loan or Companion Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer
permit such amounts to be maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a
leap year).


 


(h)           
Notwithstanding anything to the contrary in this Agreement, neither the Master Servicer nor the Special Servicer, as applicable,
shall, unless it has received Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of
Serviced Companion Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25)
(the cost of which shall be paid by the related Mortgagor, if so allowed by the terms of the related loan documents and otherwise
paid out of general collections) grant or


 






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accept
any consent, approval or direction regarding the termination of the related property manager or the designation of any replacement
property manager, with respect to any Mortgaged Property that secures a Mortgage Loan that (i) is one of the ten largest
Mortgage Loans by Stated Principal Balance or (ii) has an unpaid principal balance that is at least equal to five percent
(5%) of the then aggregate principal balance of all Mortgage Loans or $35,000,000.


 


(i)             
Notwithstanding anything to the contrary in this Agreement, in connection with any modification, waiver, consent or amendment
in connection with any release of collateral securing any Mortgage Loan in connection with a defeasance of such collateral, the
Master Servicer (if a Master Servicer Decision) or the Special Servicer (if a Major Decision) shall not approve any such modification,
waiver or amendment or consent thereto without first having received a copy of an Opinion of Counsel addressed to the Master Servicer
or the Special Servicer, as applicable, that such modification, waiver, consent or amendment will not cause an Adverse REMIC Event.


 


(j)           
Notwithstanding any other provisions of this Section 3.18(a) or Section 3.08(a), but subject to
any related Intercreditor Agreement, the Master Servicer may, without receipt of Rating Agency Confirmation (except with respect
to clause (vi) as described in Section 3.18(f)) or the Special Servicer’s approval or consent (provided
that the Master Servicer delivers notice thereof to the Special Servicer after completion take any of the following actions with
respect to Non-Specially Serviced Loans (each such action, a “Master Servicer Decision”):


 


(i)            
grant routine approvals, including granting of subordination, non-disturbance and attornment agreements and consents involving
leasing activities that do not involve a ground lease for any leasing activities that affect an area lesser than the lesser of
(a) 30% of the net rentable area of the improvements at the Mortgaged Property and (b) 30,000 square feet of the improvements
at the Mortgaged Property), including approval of new leases and amendments to current leases;


 


(ii)          
approving any waiver affecting the timing of receipt of financial statements from any Mortgagor; provided that such
financial statements are delivered no less often than quarterly and within 60 days after the end of the calendar quarter;


 


(iii)         
approving annual operating budgets, other than as set forth in clause (xviii) of the definition of Major Decisions;


 


(iv)        
subject to other restrictions in this Agreement regarding Principal Prepayments, waiving any provision of a Mortgage Loan
or Serviced Whole Loan requiring a specified number of days’ notice prior to a Principal Prepayment;


 


(v)         
approve or consent to any defeasance of the related Mortgage Loan or Serviced Companion Loan other than agreeing to (A)
a modification of the type of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents other than
direct, non-callable obligations of the United States would be permitted or (B) a modification that would permit a principal prepayment
instead of


 






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defeasance
if the Mortgage Loan or Serviced Whole loan documents do not otherwise permit such principal prepayment;


 


(vi)         
granting waivers of minor covenant defaults (other than financial covenants);


 


(vii)        
to the extent not a Major Decision pursuant to clause (x) of the definition of Major Decision, any requests for the funding
or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as "performance", "earn-out",
"holdback" or similar escrows or reserves, where such request is for the funding or disbursement of ordinary course impounds,
repair and replacement reserves, lender approved budget and operating expenses, free rent or rent credit reserves pursuant to an
approved lease, tenant improvements pursuant to an approved lease and leasing commissions pursuant to an approved lease, each in
accordance with the Mortgage Loan documents other than a funding or disbursement listed in the proviso below (all such fundings
and disbursements being collectively referred to as “Routine Disbursements”) or any other funding or disbursement
as mutually agreed upon by the master servicer and special servicer; provided, however, that in the case of any Mortgage
Loan whose escrows, reserves, holdbacks and related letters of credit exceed, in the aggregate, at the related origination date,
10% of the initial principal balance of such Mortgage Loan (which Mortgage Loans will be identified on Schedule 3 hereto), no such
funding or disbursement of such escrows, reserves, holdbacks or letters of credit will be deemed to constitute a Routine Disbursement,
and will instead constitute Major Decisions, except for the routine funding of tax payments and insurance premiums when due and
payable (provided that the Mortgage Loan is not a Specially Serviced Loan);


 


(viii)       
any property management company changes (with respect to a Mortgage Loan or Serviced Whole Loan (A)(x) with a Stated Principal
Balance less than $25,000,000 and (y) for which the debt service coverage ratio or debt yield for such Mortgage Loan (or Whole
Loan, if applicable) is greater than the greater of (X) the debt service coverage ratio or debt yield for such Mortgage Loan as
of the origination date of such Mortgage Loan or (Y) if the DSCR/DY Trigger has occurred, the debt service coverage ratio or debt
yield for such Mortgage Loan as of the most recent quarterly reporting period and (B) where the property management company will
not be an affiliate of the related borrower following such change or (2) or franchise changes (with respect to a Mortgage Loan
(other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which the lender is not required to consent
or approve under the Mortgage Loan documents);


 


(ix)         
approve or consent to grants of easements or rights of way (including, without limitation for utilities, access, parking,
public improvements or another purpose) or subordination of the lien of the Mortgage Loan to easements except with respect to grants
of easements or rights of way that materially affect the use or value of a Mortgaged Property or a borrower’s ability to
make payments with respect to the related Mortgage Loan or any related Companion Loan;


 






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(x)          
any non-material modifications, waivers or amendments of a non-monetary term of an applicable Mortgage Loan document not
provided for in clauses (i) through (ix) above, which are necessary to cure any ambiguities or to correct scrivener’s
errors in the terms of the related Mortgage Loan or Serviced Whole Loan;


 


(xi)         
consents to releases of non-material, non-income producing parcels of a Mortgaged Property that do not materially affect
the use or value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the
Mortgage Loan as and when due, provided such releases are required by the related Mortgage Loan documents;


 


(xii)        
consent to actions and releases related to condemnation of parcels of a Mortgaged Property, except with respect to any condemnation
with respect to a material parcel or a material income producing parcel or any condemnation that materially affects the use or
value of the related Mortgaged Property or the ability of the related Mortgagor to pay amounts due in respect of the related Mortgage
Loan or Companion Loan when due);


 


(xiii)       
grant an extension or enter into any forbearance with respect to the anticipated refinancing of a Mortgage Loan or sale
of a Mortgaged Property after the related Maturity Date of such Mortgage Loan so long as (A) such extension or forbearance does
not extend beyond 120 days after the related Maturity Date and (B) the related borrower has delivered the necessary documentation
which provides that a refinancing of such Mortgage Loan or sale of the related Mortgaged Property will occur within 120 days after
the date on which the related balloon balance will become due;


 


(xiv)      
any assumption of the Mortgage Loan or transfer of the Mortgaged Property or an interest in the Mortgage Borrower, in each
case, that the loan documents allow without the consent of the mortgagee but subject to satisfaction of conditions specified in
the loan documents where no mortgagee discretion is necessary in order to determine if such conditions are satisfied; and


 


(xv)       
grant or agree to any other waiver, modification, amendment and/or consent that does not constitute a Major Decision;


 


provided that
(w) any such action would not in any way affect a payment term of the Certificates, (x) any such action would not constitute
a “significant modification” of such Mortgage Loan or Companion Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise cause either Trust REMIC to fail to qualify as a REMIC for federal income tax purposes (as evidenced by
an Opinion of Counsel (at the expense of the Trust to the extent not reimbursed or paid by the related Mortgagor), to the extent
requesting such opinion is consistent with the Servicing Standard), (y) agreeing to such action would be consistent with the
Servicing Standard, and (z) agreeing to such action would not violate the terms, provisions or limitations of this Agreement
or any Intercreditor Agreement. The foregoing is intended to be an itemization of actions the Master Servicer may take without
having to obtain the approval of the Special Servicer (other than as described in each item) and is not intended to limit the responsibilities
of the Master Servicer hereunder.


 






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(k)           
Neither the Master Servicer nor the Special Servicer shall enter into, or structure (including, without limitation, by way
of the application of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or
approval with respect to any Mortgage Loan in a manner that would be inconsistent with the allocation and payment priorities set
forth in Section 3.02(b) hereof or in the related Intercreditor Agreement.


 


Section 3.19      
Transfer of Servicing Between Master Servicer and Special Servicer; Recordkeeping; Asset Status Report. (a)  Upon
determining that a Servicing Transfer Event has occurred with respect to any Mortgage Loan (other than any Non-Serviced Mortgage
Loan), Serviced Companion Loan, the Master Servicer or the Special Servicer, as applicable, shall promptly give notice to the Master
Servicer or the Special Servicer, as applicable, and the Risk Retention Consultation Parties, and thereof, and the Master Servicer
shall deliver the related Mortgage File and Servicing File to the Special Servicer. The Master Servicer shall use its reasonable
efforts to provide the Special Servicer with all information, documents and records (including records stored electronically on
computer tapes, magnetic discs and the like) relating to such Mortgage Loan and, if applicable, the related Serviced Companion
Loan, either in the Master Servicer’s possession or otherwise available to the Master Servicer without undue burden or expense,
and reasonably requested by the Special Servicer to enable it to assume its functions hereunder with respect thereto. The Master
Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence
of each related Servicing Transfer Event (or, in the case of clauses (viii), (ix) or (x) of the definition
of Servicing Transfer Event, within five (5) Business Days of receiving notice from the Special Servicer of such Servicing Transfer
Event when the Special Servicer makes the determination) and in any event shall continue to act as Master Servicer and administrator
of such Mortgage Loan and, if applicable, the related Serviced Companion Loan until the Special Servicer has commenced the servicing
of such Mortgage Loan and, if applicable, the related Serviced Companion Loan. The Master Servicer shall deliver to the Trustee
and the Certificate Administrator a copy of the notice of such Servicing Transfer Event provided by the Master Servicer to the
Special Servicer, or by the Special Servicer to the Master Servicer, pursuant to this Section 3.19.


 


Upon determining that
a Specially Serviced Loan (other than an REO Loan) has become current and has remained current for three consecutive Periodic Payments
(provided that (i) no additional Servicing Transfer Event is foreseeable in the reasonable judgment of the Special
Servicer, and (ii) for such purposes taking into account any modification or amendment of such Mortgage Loan and, if applicable,
the related Companion Loan), and that no other Servicing Transfer Event is continuing with respect thereto, the Special Servicer
shall immediately give notice thereof to the Master Servicer and the related Serviced Companion Noteholder (unless with respect
to a Serviced AB Whole Loan an AB Control Appraisal Period has occurred) and shall return the related Mortgage File and Servicing
File to the Master Servicer (or copies thereof if copies only were delivered to the Special Servicer) and upon giving such notice,
and returning such Mortgage File and Servicing File to the Master Servicer, the Special Servicer’s obligation to service
such Corrected Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan and,
if applicable, the related Companion Loan shall recommence.


 






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(b)         
In servicing any Specially Serviced Loans and Serviced Companion Loans, the Special Servicer will provide to the Custodian
originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File
to the extent within its possession (with a copy of each such original to the Master Servicer), and provide the Master Servicer
with copies of any additional related Mortgage Loan or Serviced Companion Loan information including correspondence with the related
Mortgagor.


 


(c)          
Notwithstanding the provisions of Section 3.12(c), the Master Servicer shall maintain ongoing payment records
with respect to each of the Specially Serviced Loans, Serviced Companion Loans and REO Properties (other than with respect to a
Non-Serviced Mortgage Loan) and shall provide the Special Servicer with any information in its possession with respect to such
records to enable the Special Servicer to perform its duties under this Agreement; provided that this statement shall not
be construed to require the Master Servicer to produce any additional reports.


 


(d)         
No later than sixty (60) days after a Servicing Transfer Event for a Mortgage Loan (other than a Non-Serviced Mortgage
Loan) and, if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall
deliver in electronic format a report (the “Asset Status Report”) with respect to such Mortgage Loan and related
Companion Loan, if applicable, and the related Mortgaged Property to the Master Servicer. Subsequent to the issuance of a final
Asset Status Report to the extent that during the course of the resolution of such Specially Serviced Loan material changes in
the strategy reflected in the initial Asset Status Report (or subsequent Asset Status Reports) are necessary to reflect the then-current
circumstances and recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated
in accordance with the Servicing Standard, the Special Servicer shall prepare one or more additional Asset Status Reports with
respect to such Specially Serviced Loan (each such report a “Subsequent Asset Status Report”). The Special Servicer
shall deliver each Asset Status Report in electronic form to: (i) the Master Servicer, (ii) each Risk Retention Consultation Party,
(iii) the AB Whole Loan Controlling Holder with respect to the Serviced AB Whole Loan, only to the extent the Serviced AB Subordinate
Companion Loan is not subject to an AB Control Appraisal Period, (iv) the 17g-5 Information Provider (which shall promptly
post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c)), and (v)
with respect to any related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included in an
Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan has been
sold or to the related Companion Holder. Such Asset Status Report shall set forth the following information to the extent reasonably
determinable based on the information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant
to the Servicing Transfer Event:


 


(i)           
summary of the status of such Specially Serviced Loan and any negotiations with the related Mortgagor;


 


(ii)          
a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the
Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties


 


 



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or
other collateral for the related Mortgage Loan (and any related Serviced Companion Loan) and whether outside legal counsel has
been retained;


 


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


 


(iv)         
(A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing
status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master
Servicer for regular servicing or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a
description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered
by the Special Servicer in connection with the proposed or taken actions;


 


(v)         
the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed
workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Whole Loan;


 


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


 


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


 


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


 


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


 


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


 


A summary of each Asset
Status Report shall be provided to the Certificate Administrator and the Trustee.


 


With respect to any Mortgage
Loan other than an Excluded Loan, the Risk Retention Consultation Parties shall have the right to consult with the Special Servicer
with respect to any proposed action contained in the related Asset Status Report with respect to a Specially Serviced Loan within
ten (10) Business Days after receipt of such Asset Status Report.


 






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The Special Servicer
may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that
such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.19(d).


 


No direction or disapproval
of a Risk Retention Consultation Party hereunder or under a related Intercreditor Agreement shall (a) require or cause the
Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement, including
the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each
Trust REMIC and the status of the Grantor Trust as a grantor trust, (b) result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, (c) expose the Master Servicer, the Special Servicer,
the Depositor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors,
members, employees or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s,
Trustee’s or the Master Servicer’s responsibilities under this Agreement.


 


Notwithstanding the foregoing,
prior to the occurrence and continuance of an AB Control Appraisal Period with respect to a Serviced AB Whole Loan, the Special
Servicer shall prepare an Asset Status Report for any Serviced AB Whole Loan, upon it becoming a Specially Serviced Loan pursuant
to this Agreement and the related Intercreditor Agreement and the consent or approval rights with respect to such Asset Status
Report shall be as set forth in the related Intercreditor Agreement.


 


(e)          
Upon receiving notice of the occurrence of the events described in clause (iv) and (x) of the definition
of Servicing Transfer Event (without regard to the 60-day or 30-day period, respectively, set forth therein), the Master
Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer
with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer
to enable it to negotiate with the related Mortgagor. The Master Servicer shall use its reasonable efforts to comply with the preceding
sentence within five (5) Business Days of the occurrence of each such event.


 


(f)           
The Special Servicer shall prepare a summary of any final Asset Status Report related to any Serviced AB Whole Loan for
which the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, which final Asset
Status Report has been approved or deemed approved by the holder of the related AB Subordinate Companion Loan in accordance with
the related Intercreditor Agreement (to the extent such Intercreditor Agreement requires such approval or deemed approval), and
deliver in electronic format notice of such final Asset Status Report and the summary of such final Asset Status Report to the
Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 3.13(b).


 


(g)          
No provision of this Section 3.19 shall require the Special Servicer to take or to refrain from taking any action
because of a comment or a recommendation of any Risk Retention Consultation Party.


 


(h)          
[Reserved].


 






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Section 3.20      
Sub-Servicing Agreements. (a)  The Master Servicer and Special Servicer may enter into Sub-Servicing
Agreements to provide for the performance by third parties of any or all of its respective obligations hereunder; provided
that the Sub-Servicing Agreement as amended or modified: (i) is consistent with this Agreement in all material respects
and requires the Sub-Servicer to comply with all of the applicable conditions of this Agreement; (ii) provides that if
the Master Servicer or Special Servicer, as applicable, shall for any reason no longer act in such capacity hereunder (including,
without limitation, by reason of a Servicer Termination Event), the Trustee or its designee shall thereupon assume all of the rights
and, except to the extent they arose prior to the date of assumption, obligations of such party under such agreement, or, alternatively,
may act in accordance with Section 7.02 hereof under the circumstances described therein (subject to Section 3.20(g)
hereof); (iii) provides that the Trustee (for the benefit of the Certificateholders and the related Companion Holder (if applicable)
and the Trustee (as holder of the Lower-Tier Regular Interests) shall be a third party beneficiary under such Sub-Servicing
Agreement, but that (except to the extent the Trustee or its designee assumes the obligations of such party thereunder as contemplated
by the immediately preceding clause (ii)) none of the Trust, the Trustee, the Certificate Administrator, the Master
Servicer or Special Servicer, as applicable, any successor master servicer or successor special servicer or any Certificateholder
(or the related Companion Holder, if applicable) shall have any duties under such Sub-Servicing Agreement or any liabilities
arising therefrom; (iv) permits any purchaser of a Mortgage Loan pursuant to this Agreement to terminate such Sub-Servicing
Agreement with respect to such purchased Mortgage Loan at its option and without penalty; provided, however, that
the Initial Sub-Servicing Agreements may only be terminated by the Trustee or its designees as contemplated by Section 3.20(g)
hereof and in such additional manner and by such other Persons as is provided in such Sub-Servicing Agreement; (v) does
not permit the Sub-Servicer any direct rights of indemnification that may be satisfied out of assets of the Trust; (vi) does
not permit the Sub-Servicer to modify any Mortgage Loan unless and to the extent the Master Servicer or Special Servicer, as
applicable, is permitted hereunder to modify such Mortgage Loan; (vii) does not permit the Sub-Servicer to take any action constituting
a Major Decision and certain other decisions without the consent of the Master Servicer or Special Servicer, as applicable (subject
to the rights of the Risk Retention Consultation Parties pursuant to Section 6.08); (viii) with respect to any Sub-Servicing
Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer,
such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party; and (ix) provides
that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing Agreement
shall be terminated (following the expiration of any applicable Grace Period) if, among other things, the Sub-Servicer fails
(A) to deliver by the due date any Exchange Act reporting items required to be delivered to the Master Servicer under Article XI
or under the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor
is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing
Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement
to perform its obligations under Article XI or under the Exchange Act reporting items required under any other pooling
and servicing agreement that the Depositor is a party to.


 


Any successor master
servicer or special servicer, as applicable, hereunder shall, upon becoming successor master servicer or special servicer, as applicable,
be assigned and may


 






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assume
any Sub-Servicing Agreements from the predecessor Master Servicer or Special Servicer, as applicable (subject to Section 3.20(g)
hereof). In addition, each Sub-Servicing Agreement entered into by the Master Servicer may but need not provide that the
obligations of the Sub-Servicer thereunder may terminate with respect to any Mortgage Loan serviced thereunder at the time
such Mortgage Loan becomes a Specially Serviced Loan; provided, however, that the Sub-Servicing Agreement may
provide (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer, although it need not so provide) that
the Sub-Servicer will continue to make all Advances and calculations and prepare all reports required under the Sub-Servicing
Agreement with respect to Specially Serviced Loans and continue to collect its Primary Servicing Fees as if no Servicing Transfer
Event had occurred and with respect to REO Properties (and the related REO Loans) as if no REO Acquisition had occurred and to
render such incidental services with respect to such Specially Serviced Loans and REO Properties as are specifically provided
for in such Sub-Servicing Agreement. The Master Servicer or Special Servicer, as applicable, shall deliver to the Trustee
copies of all Sub-Servicing Agreements, and any amendments thereto and modifications thereof, entered into by it, in each
case promptly upon its execution and delivery of such documents. References in this Agreement to actions taken or to be taken
by the Master Servicer include actions taken or to be taken by a Sub-Servicer on behalf of the Master Servicer; and, in connection
therewith, all amounts advanced by any Sub-Servicer (if the Sub-Servicing Agreement provides for Advances by the Sub-Servicer,
although it need not so provide) to satisfy the obligations of the Master Servicer hereunder to make Advances shall be deemed
to have been advanced by the Master Servicer out of its own funds and, accordingly, in such event, such Advances shall be recoverable
by such Sub-Servicer in the same manner and out of the same funds as if such Sub-Servicer were the Master Servicer, and,
for so long as they are outstanding, such Advances shall accrue interest in accordance with Section 3.03(d), such
interest to be allocable between the Master Servicer and such Sub-Servicer as may be provided (if at all) pursuant to the
terms of the Sub-Servicing Agreement. For purposes of this Agreement, the Master Servicer shall be deemed to have received
any payment when a Sub-Servicer retained by it receives such payment. The Master Servicer or Special Servicer, as applicable,
shall notify the Master Servicer or the Special Servicer, as applicable, the Trustee and the Depositor in writing promptly of
the appointment by it of any Sub-Servicer, except that the Master Servicer need not provide such notice as to the Initial
Sub-Servicing Agreements.


 


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


 


(c)            
As part of its servicing activities hereunder, the Master Servicer or the Special Servicer, as applicable, for the benefit
of the Trustee and the Certificateholders, shall (at no expense to the Trustee, the Certificateholders or the Trust) monitor the
performance and enforce the obligations of each Sub-Servicer under the related Sub-Servicing Agreement, except that the
Master Servicer shall be required only to use reasonable efforts to cause any Initial Sub-Servicer to comply with the requirements
of Article XI hereof. Such enforcement, including, without limitation, the legal prosecution of claims, termination
of Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate


 






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remedies,
shall be in such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard. The
Master Servicer or the Special Servicer, as applicable, shall have the right to remove a Sub-Servicer retained by it (i) with
respect to a Sub-Servicer other than an Initial Sub-Servicer only, at any time it considers removal to be in accordance with the
best interests of the Trust and/or the Certificateholders and (ii) in accordance with the terms of the related Sub-Servicing Agreement.


 


(d)           
In the event the Trustee or its designee becomes successor master servicer and assumes the rights and obligations of the
Master Servicer under any Sub-Servicing Agreement, the Master Servicer, at its expense, shall deliver to the assuming party
all documents and records relating to such Sub-Servicing Agreement and the Mortgage Loans and, if applicable, the Companion
Loans then being serviced thereunder and an accounting of amounts collected and held on behalf of it thereunder, and otherwise
use reasonable efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreement to the assuming party.


 


(e)            
Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.20, except to the extent
provided in Article XI with respect to the obligations of any Sub-Servicer that is an Initial Sub-Servicer,
the Master Servicer and the Special Servicer shall remain obligated and responsible to the Trustee, the Special Servicer, holders
of the Companion Loans serviced hereunder and the Certificateholders for the performance of its obligations and duties under this
Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions as if it alone were
servicing and administering the Mortgage Loans for which it is responsible, and the Master Servicer shall pay the fees of any Sub-Servicer
thereunder as and when due from its own funds. In no event shall the Trust bear any termination fee required to be paid to any
Sub-Servicer as a result of such Sub-Servicer’s termination under any Sub-Servicing Agreement.


 


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


 


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


 






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


 


(i)           
Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement
which provides for the performance by third parties of any or all of its obligations herein, except to the extent necessary for
the Special Servicer to comply with applicable regulatory requirements.


 


Notwithstanding anything
to the contrary herein, no Sub-Servicer shall be permitted under any Sub-Servicing Agreement to make material servicing
decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies under the Mortgage Loan
documents, without the consent of the Master Servicer or Special Servicer, as applicable.


 


Section 3.21      
Interest Reserve Account. (a)  On the Master Servicer Remittance Date occurring in each February and in
any January that occurs in a year that is not a leap year (in each case, unless the related Distribution Date is the final Distribution
Date), the Certificate Administrator, in respect of the Actual/360 Loans, shall deposit into the Interest Reserve Account, an amount
equal to one (1) day’s interest on the Stated Principal Balance of the Actual/360 Loans as of the Due Date occurring in the
month preceding the month in which Master Servicer Remittance Date occurs at the related Net Mortgage Rate, to the extent a full
Periodic Payment or P&I Advance is made in respect thereof (all amounts so deposited in any consecutive February and January,
“Withheld Amounts”).


 


(b)          
On each Master Servicer 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 (if applicable) and February, if any, and deposit such amount into the Lower-Tier REMIC Distribution
Account.


 


(c)          
With respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, an amount equal to the Interest Deposit
Amount shall be required to be delivered by the related Mortgage Loan Seller to the Depositor on the Closing Date, and the Depositor
shall forward such amount to the Certificate Administrator on the Closing Date for deposit into the Interest Reserve Account.


 


Section 3.22      
[Reserved].


 


Section 3.23      
Risk Retention Consultation Parties; Certain Rights and Powers of the Risk Retention Consultation Parties. (a) Upon
the resignation or removal of any existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party shall
execute and deliver a certification substantially in the form of Exhibit P-1C to this Agreement


 






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prior
to being recognized as the new Risk Retention Consultation Party. The parties hereto shall be entitled to assume that the Risk
Retention Consultation Parties have not changed absent such notice.


 


(b)          
[Reserved].


 


(c)          
Once a successor Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer,
the Depositor, the Trustee, the Certificate Administrator and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless the Holders of the VRR Interest entitled to appoint such Risk Retention Consultation
Party, by Certificate Balance, or the Risk Retention Consultation Party shall have notified the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator and each other Holder of the VRR Interest, in writing, of the selection of a new Risk
Retention Consultation Party.


 


(d)          
[Reserved].


 


(e)          
[Reserved].


 


(f)           
[Reserved].


 


(g)         
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation
Parties may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates;
(ii) the Risk Retention Consultation Parties may act solely in the interests of the Holders of the VRR Interest; (iii) the Risk
Retention Consultation Parties do not have any liability or duties to the Holders of any Class of Certificates; (iv) the Risk Retention
Consultation Parties may take actions that favor interests of the Holders of one or more Classes including the VRR Interest over
the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Parties shall
have no liability whatsoever for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder
may take any action whatsoever against a Risk Retention Consultation Party or any director, officer, employee, agent or principal
of a Risk Retention Consultation Party for having so acted.


 


(h)         
All requirements of the Master Servicer and the Special Servicer to provide notices, reports, statements or other information
to each Companion Holder with respect to information relating to the related Serviced Mortgage Loan or a Serviced Whole Loan, as
applicable; provided, however, that nothing in this subsection (h) shall in any way eliminate the obligation
to deliver any information required to be delivered under the related Intercreditor Agreement.


 


(i)           
[Reserved].


 


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


 






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(k)          
[Reserved].


 


(l)           
[Reserved].


 


(m)         
[Reserved].


 


Section 3.24      
Intercreditor Agreements. (a)  Each of the Master Servicer and Special Servicer acknowledges and agrees
that each Serviced Whole Loan being serviced under this Agreement and each Mortgage Loan with mezzanine debt is subject to the
terms and provisions of the related Intercreditor Agreement and each agrees to service each such Serviced Whole Loan and each Mortgage
Loan with mezzanine debt in accordance with the related Intercreditor Agreement and this Agreement, including, without limitation,
effecting distributions and allocating reimbursement of expenses in accordance with the related Intercreditor Agreement and, in
the event of any conflict between the provisions of this Agreement and the related Intercreditor Agreement, the related Intercreditor
Agreement shall govern. Notwithstanding anything contrary in this Agreement, each of the Master Servicer and Special Servicer agrees
not to take any action with respect to a Serviced Whole Loan or a Mortgage Loan with mezzanine debt or the related Mortgaged Property
without the prior consent of the related Companion Holder or mezzanine lender, as applicable, to the extent that the related Intercreditor
Agreement provides that such Companion Holder or mezzanine lender, as applicable, is required or permitted to consent to such action.
Each of the Master Servicer and Special Servicer acknowledges and agrees that each Companion Holder and each mezzanine lender or
its respective designee has the right to purchase the related Mortgage Loan pursuant to the terms and conditions of this Agreement
and the related Intercreditor Agreement to the extent provided for therein. Each of the Master Servicer and the Special Servicer
further acknowledges and agrees that any AB Whole Loan Controlling Holder will have the right to replace the Special Servicer solely
with respect to the related Serviced AB Whole Loan, to the extent provided for herein and in the related Intercreditor Agreement.


 


(b)           
Neither the Master Servicer nor the Special Servicer shall have any liability for any cost, claim or damage that arises
from any entitlement in favor of a Companion Holder or a mezzanine lender under the related Intercreditor Agreement or conflict
between the terms of this Agreement and the terms of such Intercreditor Agreement. Notwithstanding any provision of any Intercreditor
Agreement that may otherwise require the Master Servicer or the Special Servicer to abide by any instruction or direction of a
Companion Holder or a mezzanine lender, neither the Master Servicer nor the Special Servicer shall be required to comply with any
instruction or direction the compliance with which requires an Advance that constitutes or would constitute a Nonrecoverable Advance.
In no event shall any expense arising from compliance with an Intercreditor Agreement constitute an expense to be borne by the
Master Servicer or the Special Servicer for its own account without reimbursement. In no event shall the Master Servicer or the
Special Servicer be required to consult with or obtain the consent of any Companion Holder or a mezzanine lender unless such Companion
Holder or mezzanine lender has delivered notice of its identity and contact information to each of the parties to this Agreement
(upon which notice each of the parties to this Agreement shall be conclusively entitled to rely). As of the Closing Date, the contact
information for the Companion Holders and mezzanine lenders is as set forth in the related Intercreditor Agreement.


 






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


 


(d)           
Notwithstanding anything in this Agreement to the contrary, the Master Servicer or the Special Servicer, as applicable,
shall consult, seek the approval or obtain the consent of the holder of any Serviced Companion Loan with respect to any matters
with respect to the servicing of such Companion Loan to the extent required under related Intercreditor Agreement and shall not
take such actions requiring consent of the related Companion Holder without such consent. In addition, notwithstanding anything
to the contrary, the Master Servicer or the Special Servicer, as applicable, shall deliver reports and notices to the related Companion
Holder as required under the Intercreditor Agreement.


 


(e)            
Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall be required (i) to provide copies
of any notice, information and report that it is required to provide pursuant to this Agreement with respect to any Major Decisions
or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, to the related
Holder of a Serviced Pari Passu Companion Loan, within the same time frame it is required to provide and (ii) to consult with
any related Holder of a Serviced Pari Passu Companion Loan on a strictly non-binding basis, to the extent having received such
notices, information and reports, such related Companion Holder requests consultation with respect to any such Major Decisions
or the implementation of any recommended actions outlined in an Asset Status Report relating to a Serviced Whole Loan, and consider
alternative actions recommended by such related Companion Holder; provided that after the expiration of a period of ten
(10) Business Days from the delivery to such related Companion Holder by the Special Servicer of written notice of a proposed action,
together with copies of the notice, information and report required to be provided, the Special Servicer shall no longer be obligated
to consult with such related Companion Holder, whether or not such related Companion Holder has responded within such ten (10)
Business Day period (unless, the Special Servicer proposes a new course of action that is materially different from the action
previously proposed, in which case such ten (10) Business Day period shall be deemed to begin anew from the date of such proposal
and delivery of all information relating thereto). Notwithstanding the consultation rights of the related Holder of a Serviced
Pari Passu Companion Loan set forth in the immediately preceding sentence, the Special Servicer may make any Major Decision or
take any action set forth in the Asset Status Report before the expiration of the aforementioned ten (10) Business Day period if
the Special Servicer determines that immediate action with respect thereto is necessary to protect the interests of the Certificateholders
and the related Companion Holder. In no event shall the Special Servicer be obligated at any time to follow or take any alternative
actions recommended by the related Companion Holder.


 






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(f)            
In addition to the consultation rights of the holder of a Serviced Pari Passu Companion Loan provided in the immediately
preceding paragraph, such Companion Holder shall have the right to attend (in person or telephonically, in the discretion of the
Master Servicer or the Special Servicer, as applicable) annual meetings with the Master Servicer or the Special Servicer at the
offices of the Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable
to the Master Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are
discussed.


 


(g)           
With respect to any Serviced Whole Loan, the Special Servicer shall not modify, waive or amend the terms of the related
Intercreditor Agreement such that the monthly remittance to the holder of the related Companion Loan is required earlier than two
(2) Business Days after receipt by the Master Servicer of the related Periodic Payment without the consent of the Master Servicer.


 


Section 3.25      
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan documents or other
provisions of this Agreement, if any action under any Mortgage Loan documents or this Agreement requires Rating Agency Confirmation
as a condition precedent to such action, if the party (the “RAC Requesting Party”) required to obtain such Rating
Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within
ten (10) Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website,
such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither
reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such RAC Requesting Party shall be required
to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website)
that the applicable Rating Agency has received the Rating Agency Confirmation request, and, if it has, promptly request the related
Rating Agency Confirmation again. The circumstances described in the preceding sentence are referred to in this Agreement as a
“RAC No-Response Scenario.” Once the RAC Requesting Party has sent a request for a Rating Agency Confirmation
to the 17g-5 Information Provider, such RAC Requesting Party, may, but shall not be obligated to send such request directly to
the Rating Agencies in accordance with the procedures set forth in Section 13.10(d).


 


If there is no response
to such Rating Agency Confirmation request within five (5) Business Days of such second request in a RAC No-Response Scenario
or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving
the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Mortgage Loan document requiring
such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage
Loans (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be
deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special
Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms
its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating
Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master
Servicer or the Special Servicer,


 






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such
condition shall be deemed not to apply (as if such requirement did not exist) if (i) the applicable replacement master servicer
or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case
of the special servicer), if Fitch is the non-responding Rating Agency or (ii) KBRA has not cited servicing concerns of the applicable
replacement master servicer or special servicer as the sole or a material factor in any qualification, downgrade or withdrawal
of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities
in any other commercial mortgage-backed securitization transaction serviced by the master servicer or the special servicer prior
to the time of determination, if KBRA is the non-responding Rating Agency.


 


Any Rating Agency Confirmation
request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement,
shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request,
and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency
Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information
Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Promptly following the
Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.25(a)
following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist),
the Master Servicer or the Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information
Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall promptly post such
notice on the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


(b)           
Notwithstanding anything to the contrary in this Section 3.25, for purposes of the provisions of any Mortgage
Loan document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral)
or release or substitution of any collateral, any Rating Agency Confirmation requirement in the Mortgage Loan documents for which
the Master Servicer or the Special Servicer would have been permitted to waive obtaining or to make a determination with respect
to such Rating Agency Confirmation pursuant to Section 3.25(a) shall be deemed not to apply (as if such requirement
did not exist).


 


(c)            
For all other matters or actions not specifically discussed in Section 3.25(a) above, the applicable RAC Requesting
Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


Section 3.26      
[Reserved].


 


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


 






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


 


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


 


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


 


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


 


The Companion Paying
Agent shall promptly provide the name and address of the Companion Holder to any party hereto or any successor Companion Holder
upon written request and any such Person may, without further investigation, conclusively rely upon such information. The Companion
Paying Agent shall have no liability to any Person for the provision of any such name and address.


 


For the avoidance of
doubt, unless specifically provided to the contrary in the related Intercreditor Agreement or this Agreement: (x) any notices,
reports or other information required to be delivered pursuant to this Agreement by any party hereto to a Serviced Companion Noteholder
with respect to a Companion Loan that has been included in an Other Securitization shall be provided to the Other Servicer under
the Other Pooling and Servicing Agreement; and (y) any notices, reports or other information required to be delivered pursuant
to this Agreement by any party hereto to a holder of a Non-Serviced Companion Loan shall be provided to the applicable Non-Serviced
Master Servicer under the related Non-Serviced PSA.


 






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Section 3.29      
Certain Matters Relating to the Non-Serviced Mortgage Loans. (a)  In the event that any of the applicable
Non-Serviced Trustee, the applicable Non-Serviced Master Servicer or the applicable Non-Serviced Special Servicer shall
be replaced in accordance with the terms of the applicable Non-Serviced PSA, the Master Servicer and the Special Servicer shall
acknowledge its successor as the successor to the applicable Non-Serviced Trustee, the applicable Non-Serviced Master Servicer
or the applicable Non-Serviced Special Servicer, as the case may be.


 


(b)          
If any of the Trustee, the Certificate Administrator or the Master Servicer receives notice from a Rating Agency that the
Master Servicer is no longer an “approved” master servicer by any of the Rating Agencies rating the Certificates, then
the Trustee, the Certificate Administrator or the Master Servicer, as applicable, shall promptly notify each Non-Serviced Master
Servicer of the same.


 


(c)          
In connection with the securitization of each Serviced Pari Passu Companion Loan, (in each case, only while it is a Serviced
Companion Loan), upon the request of (and at the expense of) the related Serviced Companion Noteholder (or its designee), each
of the Master Servicer, the Special Servicer and the Trustee, as applicable, shall use reasonable efforts to cooperate with such
Serviced Companion Noteholder in attempting to cause the related Mortgagor to provide information relating to such Whole Loan and
the related notes, and that such holder reasonably determines to be necessary or appropriate, for inclusion in any disclosure document(s)
relating to such Other Securitization.


 


(d)          
[Reserved].


 


(e)          
With respect to any Non-Serviced Mortgage Loan or Servicing Shift Mortgage Loan, the Special Servicer shall be entitled
to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder”
(or similar term identified in the related Intercreditor Agreement) under the related Intercreditor Agreement.


 


(f)           
With respect to the servicing of each Non-Serviced Mortgage Loan, this Agreement is subject to the related Intercreditor
Agreement and incorporates by reference all provisions required to be included herein pursuant to such Intercreditor Agreement.


 


(g)          
With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or
such analogous term defined in the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Custodian shall reasonably cooperate with the Other Asset
Representations Reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such Asset Review by
providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the
Other Asset Representations Reviewer or such other requesting party, but only to the extent such documents are in the possession
of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be.


 


(h)          
On each Servicing Shift Securitization Date, (i) the Custodian shall, upon receipt of a Request for Release transfer the
related Mortgage File (other than the note(s)


 






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designating
the related Servicing Shift Mortgage Loan), the original of which shall be retained by the Custodian) for the related Servicing
Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA and retain a copy of such Mortgage File
and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage Loan Seller that the applicable Servicing
Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with
reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any
Escrow Payments, reserve funds and originals of items specified in clauses (x) and (xii) of the definition of Mortgage File for
the related Servicing Shift Whole Loan, to the related Non-Serviced Master Servicer on the related Servicing Shift Securitization
Date.


 


Upon receipt of notice
from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the
related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the
Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection
with such transfer of) the Servicing File to the related Non-Serviced Master Servicer identified to it pursuant to the related
notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.


 


Promptly upon any change
in the identity of the Master Servicer, the successor master servicer shall deliver notice of such change (together with the contact
information of such successor Master Servicer) to each Non-Serviced Trustee, Non-Serviced Certificate Administrator, Non-Serviced
Special Servicer, Non-Serviced Master Servicer and Non-Serviced Operating Advisor.


 


Section 3.30      
[Reserved].


 


Section 3.31      
[Reserved]. 


 


Section 3.32      
[Reserved].


 


Section 3.33      
Certain Matters with Respect to Joint Mortgage Loans.


 


(a)            
If a Mortgage Loan Seller with respect to a Joint Mortgage Loan (a “Repurchasing Mortgage Loan Seller”)
repurchases, or substitutes for, the Mortgage Note(s) (as such term is defined in this Section 3.33(a)) (a “Repurchased
Note”) related to such Joint Mortgage Loan that it sold to the Depositor, but the other Mortgage Loan Seller with respect
to such Joint Mortgage Loan does not repurchase, or substitute for, the Mortgage Note(s) related to such Joint Mortgage Loan that
it sold to the Depositor, the provisions of this Section 3.33 shall apply prior to the adoption, pursuant to Section
13.01(l), of any amendment to this Agreement that provides otherwise, and except as provided herein, such Mortgage Loan shall
continue to be serviced under this Agreement. Each Mortgage Loan Seller of a Joint Mortgage Loan has agreed pursuant to the terms
of the related Mortgage Loan Purchase Agreement that the terms set forth in this Section 3.33 with respect to the servicing
and administration of such Joint Mortgage Loan shall apply if one or more of the Mortgage Notes related to such Joint Mortgage
Loan has been repurchased or, by way of substitution, otherwise removed from the Trust and at least one other Mortgage Note related
to such Joint Mortgage Loan is included in the Trust until such time as all


 






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of
the Mortgage Notes related to such Joint Mortgage Loan are no longer included in the Trust. For purposes of this Section 3.33,
Section 13.01(l) and Section 13.08(a) only, “Mortgage Note” shall mean with respect to any Joint
Mortgage Loan, each original promissory note that collectively represents the Mortgage Note (as defined in Article I) with respect
to such Joint Mortgage Loan and shall not be a collective reference to such promissory notes. With respect to any Joint Mortgage
Loan that is part of a Whole Loan, clauses (b)-(j) below shall not apply, and the terms of the related Intercreditor Agreement
shall continue to govern the relationship between the related Mortgage Notes as if each related Repurchased Note were a Serviced
Pari Passu Companion Loan or Non-Serviced Pari Passu Companion Loan, as applicable. With respect to any other Joint Mortgage Loan,
clauses (b)-(j) below shall apply to such Joint Mortgage Loan.


 


(b)          
Custody of and record title under the Mortgage Loan documents with respect to the applicable Joint Mortgage Loan shall be
held exclusively by the Custodian as provided under this Agreement, except that the Repurchasing Mortgage Loan Seller shall hold
and retain title to its original Repurchased Note(s) and any related endorsements thereof.


 


(i)           
All of the Mortgage Notes with respect to any Joint Mortgage Loan shall be of equal priority, and no portion of any Mortgage
Note shall have priority or preference over any other portion of the other Mortgage Notes or security therefor. Payments from the
related Mortgagor (including, without limitation, any Penalty Charges) or any other amounts received with respect to each Mortgage
Note shall be collected as provided in this Agreement by the Master Servicer and shall be applied upon receipt by the Master Servicer
pro rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.33(b)(ii).
Payments or any other amounts received with respect to the related Repurchased Note shall be held in trust for the benefit of the
applicable Repurchasing Mortgage Loan Seller and remitted (net of its pro rata share of amounts payable at the Administrative
Cost Rate and any other amounts due to the Master Servicer or the Special Servicer) to the applicable Repurchasing Mortgage Loan
Seller or its designee by the Master Servicer on each Distribution Date pursuant to instructions provided by the applicable Repurchasing
Mortgage Loan Seller and deposited and applied in accordance with this Agreement, subject to Section 3.33(b)(ii). If
any Joint Mortgage Loan to which this Section 3.33 applies becomes an REO Loan, payments or any other amounts received
with respect to any such Joint Mortgage Loan shall be collected and shall be applied upon receipt by the Master Servicer pro
rata to each related Mortgage Note based on its respective Mortgage Loan Seller Percentage Interest, subject to Section 3.33(b)(ii).
Any Appraisal Reduction Amounts calculated with respect to any Joint Mortgage Loan subject to this Section 3.33 shall
be allocated to each related Mortgage Note, pro rata based upon the respective unpaid principal balances thereof.


 


(ii)          
If the Master Servicer or the Special Servicer, as applicable, receives an aggregate payment of less than the aggregate
amount due under any such Joint Mortgage Loan at any particular time, the applicable Repurchasing Mortgage Loan Seller shall receive
from the Master Servicer an amount equal to its Mortgage Loan Seller Percentage Interest of such payment. All expenses, losses
and shortfalls relating solely to such Joint Mortgage Loan including, without limitation, losses of principal or interest,


 






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Nonrecoverable
Advances, interest on Servicing Advances, Special Servicing Fees, Workout Fees and Liquidation Fees (including any such fees related
to the applicable Mortgage Notes), shall be allocated between the holders of the related Mortgage Notes pro rata based upon the
respective unpaid principal balances thereof. In no event shall any costs, expenses, fees or any other amounts related to any
Mortgage Loan or Joint Mortgage Loan other than the applicable Joint Mortgage Loan be deducted from payments or any other amounts
received with respect to such Joint Mortgage Loan and payable to the applicable Repurchasing Mortgage Loan Seller.


 


(iii)         
A Joint Mortgage Loan to which this Section 3.33 applies shall be serviced for the benefit of the applicable
Repurchasing Mortgage Loan Seller and the Certificateholders pursuant to the terms and conditions of this Agreement in accordance
with the Servicing Standard and in accordance with the provisions herein as if (A) such Joint Mortgage Loan were a Serviced Whole
Loan (and, if such Joint Mortgage Loan is part of a Serviced Whole Loan, such Joint Mortgage Loan shall continue to be serviced
and administered under the applicable Intercreditor Agreement), (B) the related Mortgage Note(s) not repurchased were (1) a Serviced
Pari Passu Mortgage Loan and (2) the only Mortgage Loan that is part of such Joint Mortgage Loan (or related Serviced Whole Loan),
and (C) the related Repurchased Note were a Serviced Pari Passu Companion Loan. No Repurchasing Mortgage Loan Seller shall be permitted
to terminate the Master Servicer or the Special Servicer as servicer or special servicer, respectively, of the related Repurchased
Note. All rights of the mortgagee under each such Joint Mortgage Loan shall be exercised by the Master Servicer or the Special
Servicer, as applicable, on behalf of the Trust to the extent of its interest therein and the applicable Repurchasing Mortgage
Loan Seller in accordance with this Agreement.


 


(iv)         
The related Repurchasing Mortgage Loan Seller shall be treated hereunder as if it were a Serviced Pari Passu Companion Loan
holder on a pari passu basis. Funds collected by the Master Servicer or the Special Servicer, as applicable, and applied
to the applicable Mortgage Notes shall be deposited and disbursed in accordance with the provisions hereof relating to holders
of promissory notes comprising Serviced Whole Loans that are pari passu in right of payment. Compensation shall be paid to the
Master Servicer and the Special Servicer with respect to each Repurchased Note as provided in this Agreement as if each such Repurchased
Note were a Serviced Pari Passu Companion Loan. None of the Trustee, the Certificate Administrator, the Custodian, the Master Servicer
or the Special Servicer shall have any obligation to make P&I Advances with respect to any Repurchased Note or, if no related
Mortgage Note is part of the Trust, a Servicing Advance with respect to any Repurchased Note. Except as otherwise specified herein,
the Master Servicer and the Special Servicer shall have no reporting requirement with respect to any Repurchased Note other than
to deliver to the related Repurchasing Mortgage Loan Seller any document as is required to be delivered to a holder of a Serviced
Pari Passu Companion Loan hereunder.


 


(v)          
Notwithstanding any of the foregoing to the contrary, with respect to the 1633 Broadway Mortgage Loan and the Bellagio Hotel
and Casino Mortgage Loan, the terms of each related Intercreditor Agreement shall continue to apply to all of the


 






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Mortgage
Notes comprising each respective Mortgage Loan, including any Repurchased Note.


 


(c)          
If any non-repurchased Mortgage Note relating to a Joint Mortgage Loan to which this Section 3.33 applies is
a Specially Serviced Loan, then any related Repurchased Note shall also be a Specially Serviced Loan under this Agreement. The
Special Servicer shall cause such related Repurchased Note to be specially serviced for the benefit of the applicable Repurchasing
Mortgage Loan Seller in accordance with the terms and provisions set forth in this Agreement and shall be entitled to any Special
Servicing Fee, Workout Fee or Liquidation Fee payable to the Special Servicer under this Agreement as with respect to a Serviced
Pari Passu Companion Loan.


 


(d)          
If (A) the Master Servicer shall pay any amount to any Repurchasing Mortgage Loan Seller pursuant to the terms hereof in
the belief or expectation that a related payment has been made or will be received or collected in connection with any or all of
the applicable Mortgage Notes and (B) such related payment is not received or collected by the Master Servicer, then the applicable
Repurchasing Mortgage Loan Seller shall promptly on demand by the Master Servicer return such amount to the Master Servicer. If
the Master Servicer determines at any time that any amount received or collected by the Master Servicer in respect of any Joint
Mortgage Loan to which this Section 3.33 applies must be returned to the related Mortgagor or paid to any other person
or entity pursuant to any insolvency law or otherwise, notwithstanding any other provision of this Agreement, the Master Servicer
shall not be required to distribute any portion thereof to the related Repurchasing Mortgage Loan Seller, and such Repurchasing
Mortgage Loan Seller shall promptly on demand by the Master Servicer repay (which obligation shall survive the termination of this
Agreement) any portion thereof that the Master Servicer shall have distributed to such Repurchasing Mortgage Loan Seller, together
with interest thereon at such rate, if any, as the Master Servicer may pay to the related Mortgagor or such other person or entity
with respect thereto.


 


(e)          
Subject to this Agreement, the Master Servicer or the Special Servicer, as applicable, on behalf of the holders of any of
the Repurchased Notes, shall have the exclusive right and obligation to (i) administer, service and make all decisions and determinations
regarding the related Joint Mortgage Loan and (ii) enforce the applicable Mortgage Loan documents as provided hereunder. Without
limiting the generality of the preceding sentence, the Master Servicer or the Special Servicer, as applicable, may agree to any
modification, waiver or amendment of any term of, forgive interest on and principal of, capitalize interest on, permit the release,
addition or substitution of collateral securing, and/or permit the release of the related Mortgagor on or any guarantor of any
Joint Mortgage Loan it is required to service and administer as contemplated by this Section 3.33, without the consent
of the related Repurchasing Mortgage Loan Seller, subject, however, to the terms of this Agreement as they pertain to a Serviced
Pari Passu Companion Loan.


 


(f)           
In taking or refraining from taking any action permitted hereunder, the Master Servicer and the Special Servicer shall each
be subject to the same degree of care with respect to the administration and servicing of the Joint Mortgage Loans to which this
Section 3.33 applies as is consistent with this Agreement and shall be liable to any Repurchasing


 






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Mortgage
Loan Seller only to the same extent as set forth herein with respect to any holder of a Serviced Pari Passu Companion Loan.


 


(g)          
If the Trustee, the Master Servicer or the Special Servicer has made a Servicing Advance with respect to any Repurchased
Note which would otherwise be reimbursable to such advancing party under this Agreement, and such Advance is determined to be a
Nonrecoverable Advance, the applicable Repurchasing Mortgage Loan Seller shall reimburse the Trust in an amount equal to such Repurchasing
Mortgage Loan Seller’s Mortgage Loan Seller Percentage Interest of such Nonrecoverable Advance with interest thereon. Notwithstanding
the foregoing, the applicable Repurchasing Mortgage Loan Seller shall not be obligated to reimburse the Trustee, the Master Servicer
or the Special Servicer (and amounts due to the applicable Repurchasing Mortgage Loan Seller shall not be offset) for Advances
or interest thereon or any amounts related to any Mortgage Loans or any other Joint Mortgage Loan other than such amounts relating
to the applicable Repurchased Note. To the extent that the applicable Repurchasing Mortgage Loan Seller reimburses any such Nonrecoverable
Advances and such amounts are subsequently recovered, the applicable Repurchasing Mortgage Loan Seller shall receive a reimbursement
from such recovery based on its Mortgage Loan Seller Percentage Interest of such recovery. This reimbursement right shall not limit
the Trustee’s, the Master Servicer’s or the Special Servicer’s rights to reimbursement under this Agreement.
Notwithstanding anything to the contrary contained herein, the total liability of each Repurchasing Mortgage Loan Seller shall
not exceed an amount equal to its Mortgage Loan Seller Percentage Interest of the amount to be reimbursed.


 


(h)          
Each Repurchasing Mortgage Loan Seller shall have the right to assign the related Repurchased Note; provided that the assignee
of the related Repurchased Note shall agree in writing to be bound by the terms of this Agreement.


 


(i)           
The Master Servicer and the Special Servicer shall, in connection with their servicing and administrative duties under this
Agreement, exercise efforts consistent with the Servicing Standard to execute and deliver, on behalf of each Repurchasing Mortgage
Loan Seller as a holder of a pari passu interest in the applicable Joint Mortgage Loan, any and all financing statements,
continuation statements and other documents and instruments necessary to maintain the lien created by any Mortgage or other security
document related to the applicable Joint Mortgage Loan on the related Mortgaged Property and related collateral, any and all modifications,
waivers, amendments or consents to or with respect to the related Joint Mortgage Loan documents, and any and all instruments of
satisfaction or cancellation, or of full release or discharge, and all other comparable instruments with respect to the related
Repurchased Note or related Repurchased Notes and the related Mortgaged Property all in accordance with, and subject to, the terms
of this Agreement. Each Repurchasing Mortgage Loan Seller agrees to furnish, or cause to be furnished, to the Master Servicer and
the Special Servicer any powers of attorney or other documents necessary or appropriate to enable the Master Servicer or the Special
Servicer, as the case may be, to carry out its servicing and administrative duties under this Agreement related to the applicable
Joint Mortgage Loan; provided that such Repurchasing Mortgage Loan Seller shall not be liable, and shall be indemnified
by the Master Servicer or the Special Servicer, as applicable, for any negligence with respect to, or misuse of, any such power
of attorney by the Master Servicer or the Special Servicer, as the case may be; and further provided that the Master Servicer or
the Special Servicer, without the written consent of the


 






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applicable
Repurchasing Mortgage Loan Seller, shall not initiate any action in the name of such Repurchasing Mortgage Loan Seller without
indicating its representative capacity or take any action with the intent to cause and that actually causes, such Repurchasing
Mortgage Loan Seller to be registered to do business in any state.


 


(j)           
Pursuant to the related Mortgage Loan Purchase Agreement, the applicable Repurchasing Mortgage Loan Seller is required to
deliver to the Master Servicer or the Special Servicer, as applicable, the Mortgage Loan documents related to the applicable Repurchased
Note, any requests for release and any court pleadings, requests for trustee’s sale or other documents necessary to the foreclosure
or trustee’s sale in respect of the related Mortgaged Property or to any legal action or to enforce any other remedies or
rights provided by the Mortgage Note(s) or the Mortgage(s) or otherwise available at law or equity with respect to the related
Repurchased Note.


 


Article IV



Distributions TO CERTIFICATEHOLDERS


 


Section 4.01      
Distributions. (a)  On each Distribution Date, to the extent of the Certificate Available Funds for such
Distribution Date, the Certificate Administrator shall be deemed to transfer the Lower-Tier Distribution Amount from the Lower-Tier
REMIC Distribution Account to the Upper-Tier REMIC Distribution Account in the amounts and priorities set forth in Section 4.01(c)
with respect to each Class of Lower-Tier Regular Interests, and immediately thereafter, shall make distributions thereof from the
Upper-Tier REMIC Distribution Account in the following order of priority, satisfying in full, to the extent required and possible,
each priority before making any distribution with respect to any succeeding priority:


 


(i)            
first, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates,
the Class X-A Certificates and the Class X-B Certificates, in respect of interest, up to an amount equal to, and pro
rata in accordance with, the respective Interest Distribution Amounts in respect of such Classes of Certificates for such Distribution
Date;


 


(ii)            
second, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3
Certificates in reduction of their Certificate Balances: (I) prior to the Cross-Over Date (1) first, to the Holders
of the Class A-1 Certificates, in an amount up to the Principal Distribution Amount, until the outstanding Certificate Balance
of the Class A-1 Certificates is reduced to zero; (2) second, to the Holders of the Class A-2 Certificates
in an amount up to the Principal Distribution Amount (or the portion thereof remaining after any distributions specified in subclause (1)
above has been made on such Distribution Date), until the outstanding Certificate Balance of the Class A-2 Certificates is
reduced to zero; (3) third, to the Holders of the Class A-3 Certificates in an amount up to the Principal Distribution
Amount (or the portion thereof remaining after any distributions specified in subclauses (1) and (2) above have been
made on such Distribution Date), until the outstanding Certificate Balance of the Class A-3 Certificates is reduced to zero;
and (II) on or after the Cross-Over Date, to the Class A-


 






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1,
Class A-2 and Class A-3 Certificates, pro rata (based on their respective Certificate Balances) in an amount
equal to the Principal Distribution Amount for such Distribution Date, until the Certificate Balance of each of the Class A-1,
Class A-2 and Class A-3 Certificates is reduced to zero;


 


(iii)         
third, to the Holders of the Class A-1 Certificates, the Class A-2 Certificates and the Class A-3
Certificates pro rata (based upon the aggregate unreimbursed Certificate Realized Losses previously allocated to each such
Class), first, (i) up to an amount equal to the unreimbursed Certificate Realized Losses previously allocated to such Class, and
then, (ii) up to an amount equal to all accrued and unpaid interest on the amount set forth in clause (i) at the Pass-Through Rate
for such Class compounded monthly from the date the related Certificate Realized Loss was allocated to such Class until the date
such Certificate Realized Loss is reimbursed;


 


(iv)         
fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(v)          
fifth, after the Certificate Balances of the Class A-1, Class A-2 and Class A-3 Certificates have
been reduced to zero, to the Holders of the Class A-S Certificates, in reduction of the Certificate Balance thereof, up to
an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the
Class A-1, Class A-2 and Class A-3 Certificates on such Distribution Date), until the outstanding Certificate Balance
of the Class A-S Certificates is reduced to zero;


 


(vi)         
sixth, to the Holders of the Class A-S Certificates, first, (i) up to an amount equal to the unreimbursed Certificate
Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Certificate
Realized Loss was allocated to such Class until the date such Certificate Realized Loss is reimbursed;


 


(vii)        
seventh, to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(viii)       
eighth, after the Certificate Balances of the Class A Certificates have been reduced to zero, to the Holders
of the Class B Certificates, in reduction of the Certificate Balance thereof, up to an amount equal to the Principal Distribution
Amount (or the portion thereof remaining after any distributions in respect of the Class A Certificates on such Distribution
Date), until the outstanding Certificate Balance of the Class B Certificates is reduced to zero;


 


(ix)          
ninth, to the Holders of the Class B Certificates, first, (i) up to an amount equal to the unreimbursed Certificate
Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the


 






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date
the related Certificate Realized Loss was allocated to such Class until the date such Certificate Realized Loss is reimbursed;


 


(x)          
tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xi)         
eleventh, after the Certificate Balances of the Class A Certificates and the Class B Certificates have
been reduced to zero, to the Holders of the Class C Certificates, in reduction of the Certificate Balance thereof, up to an
amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions in respect of the Class A
Certificates and Class B Certificates on such Distribution Date), until the outstanding Certificate Balance of the Class C
Certificates is reduced to zero;


 


(xii)        
twelfth, to the Holders of the Class C Certificates, first, (i) up to an amount equal to the unreimbursed Certificate
Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid interest on
the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related Certificate
Realized Loss was allocated to such Class until the date such Certificate Realized Loss is reimbursed;


 


(xiii)       
thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the
Interest Distribution Amount in respect of such Class of Certificates for such Distribution Date;


 


(xiv)       
fourteenth, after the Certificate Balances of the Class A Certificates, the Class B Certificates and the
Class C Certificates have been reduced to zero, to the Holders of the Class D Certificates, in reduction of the Certificate
Balance thereof, up to an amount equal to the Principal Distribution Amount (or the portion thereof remaining after any distributions
in respect of the Class A Certificates, Class B Certificates and Class C Certificates on such Distribution Date), until
the outstanding Certificate Balance of the Class D Certificates is reduced to zero;


 


(xv)        
fifteenth, to the Holders of the Class D Certificates, first, (i) up to an amount equal to the unreimbursed
Certificate Realized Losses previously allocated to such Class, and then, (ii) up to an amount equal to all accrued and unpaid
interest on the amount set forth in clause (i) at the Pass-Through Rate for such Class compounded monthly from the date the related
Certificate Realized Loss was allocated to such Class until the date such Certificate Realized Loss is reimbursed; and


 


(xvi)       
sixteenth, to the Holders of the Class R Certificates in respect of the Class UR Interest, the amount, if any,
of the Certificate Available Funds remaining in the Upper-Tier REMIC Distribution Account with respect to such Distribution
Date.


 


If, in connection with
any Distribution Date, the Certificate Administrator has reported the amount of an anticipated distribution to DTC based on the
receipt of payments as of the Determination Date and additional Periodic Payments, balloon payments or unscheduled principal payments
are subsequently received by the Master Servicer and required to be part of


 






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the
Certificate Available Funds for such Distribution Date, the Master Servicer shall promptly notify the Certificate Administrator
and the Certificate Administrator will use commercially reasonable efforts to cause DTC to make the revised distribution on a
timely basis on such Distribution Date. None of the Master Servicer, the Special Servicer or the Certificate Administrator shall
be liable or held responsible for any resulting delay in the making of such distribution to Certificateholders solely on the basis
of the actions described in the preceding sentence.


 


(b)          
[Reserved].


 


(c)          
On each Distribution Date, each Lower-Tier Regular Interest shall be deemed to receive distributions in respect of principal
or reimbursement of Certificate Realized Loss in an amount equal to the amount of principal or reimbursement of Certificate Realized
Loss actually distributable to the Holders of the respective Related Certificates as provided in Sections 4.01(a),
4.01(f) and 4.01(i) such that at all times the Lower-Tier Principal Amount of each Class of Lower-Tier Regular
Interests is equal to the Certificate Balance of the Class of Related Certificates. On each Distribution Date, each Lower-Tier
Regular Interest shall be deemed to receive distributions in respect of interest in an amount equal to the Interest Distribution
Amount in respect of its Related Certificates plus a pro rata portion of the Interest Distribution Amount in respect of
(i) in the case of the Class LA1, Class LA2, Class LA3 and Class LAS Uncertificated Interests, the Class X-A
Certificates and (ii) in the case of the Class LB, Class LC and Class LD Uncertificated Interests, the Class X-B
Certificates, in each case, computed based on an interest rate equal to the excess of the Weighted Average Net Mortgage Rate over
the Pass-Through Rate of the Related Certificates and a notional amount equal to its related Lower-Tier Principal Amount,
in each case to the extent actually distributable thereon as provided in Section 4.01(a). Amounts distributable pursuant
to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall
be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account.


 


As of any date, the principal
balance of each Lower-Tier Regular Interest shall equal the Certificate Balance of the Related Certificates with respect thereto,
as adjusted for the allocation of Realized Losses, as provided in Sections  4.04(b) and 4.04(c). The initial
principal balance of each Lower-Tier Regular Interest shall equal the respective Original Lower-Tier Principal Amount. The
pass-through rate with respect to each Lower-Tier Regular Interest shall be the rate per annum set forth in the Preliminary
Statement hereto.


 


Any amount that remains
in the Lower-Tier REMIC Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution
Amount and distribution of Prepayment Premiums and Yield Maintenance Charges pursuant to Section 4.01(e)(iii) shall
be distributed to the Holders of the Class R Certificates in respect of the Class LR Interest (but only to the extent
of the Aggregate Available Funds for such Distribution Date remaining in the Lower-Tier REMIC Distribution Account, if any).


 


While the Certificate
Balance of any Class of Certificates is reduced to zero, such Class shall not be entitled to any further distributions in respect
of interest or principal other than


 






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reimbursement
of Realized Losses with interest and other amounts provided for in this Section 4.01.


 


(d)           
Distributions of VRR Available Funds on the Class VRR Interest Certificates. On each Distribution Date, the Certificate
Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the amounts on deposit therein, to the extent of the
VRR Available Funds for such Distribution Date, and shall distribute such amounts to the Holders of the Class VRR Interest Certificates
and the Class R Certificates in accordance with this section (d).


 


On each Distribution
Date, the Certificate Administrator shall apply the then applicable VRR Available Funds for such Distribution Date to make distributions
to the Holders of the Class VRR Interest Certificates for the following purposes and in the following order of priority:


 


(i)             first,
distributions of interest on the Class VRR Interest Certificates, up to an amount equal to the VRR Interest Distribution Amount
for such Distribution Date;


 


(ii)           second,
distributions in reduction of the Certificate Balance of the Class VRR Interest Certificates, up to an amount equal to the VRR
Principal Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the Class VRR Interest Certificates
has been reduced to zero; and


 


(iii)          third,
reimbursements of prior write-offs of the Certificate Balance of the Class VRR Interest Certificates, up to an amount equal to
the unreimbursed VRR Realized Losses previously allocated to the Class VRR Interest Certificates;


 


provided that,
with respect to any Distribution Date, to the extent that VRR Available Funds for such Distribution Date exceeds the distributions
to the Holders of the Class VRR Interest Certificates on such Distribution Date pursuant to the immediately preceding clauses
(i) through (iii), the Certificate Administrator shall distribute such excess to the Holders of the Class VRR Interest
Certificates.


 


(e)          
(i) On each Distribution Date, the Non-VRR Percentage of the Prepayment Premiums and Yield Maintenance Charges, if
any, collected in respect of the Mortgage Loans during the related Collection Period in an amount equal to the product of (x) the
Non-VRR Percentage and (y) the aggregate of the Prepayment Premiums and Yield Maintenance Charges collected in respect of the Mortgage
Loans for the related Collection Period will be required to be distributed by the Certificate Administrator to the Holders of each
Class of Regular Certificates in the following manner: (1) pro rata, among (x) the YM Group A, (y) the YM
Group B and (z) the YM Group C based upon the aggregate of principal distributed to the Classes of Principal Balance Certificates
in each YM Group on such Distribution Date, and (2) among the Classes of Certificates in each YM Group, in the following manner:
(i) with respect to each YM Group (other than YM Group C), (A) the Holders of each Class of Principal Balance Certificates
in such YM Group shall be entitled to receive on each Distribution Date an amount of the Non-VRR Percentage of Prepayment Premiums
or Yield Maintenance Charges equal to the sum, for all mortgage loan prepayments, of the product of (a) a fraction whose


 






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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 that YM Group representing principal payments in respect of the Mortgage
Loans on such Distribution Date, (b) the Base Interest Fraction for the related principal prepayment and such Class of Principal
Balance Certificates, and (c) the Non-VRR Percentage of Prepayment Premiums or Yield Maintenance Charges collected during
the related Collection Period and allocated to such YM Group and (B) any Prepayment Premiums or Yield Maintenance Charges
allocated to such YM Group collected during the related Collection Period remaining after such distributions will be distributed
to the Class of Class X Certificates in such YM Group and (ii) with respect to the YM Group C, the Holders of Class C and
Class D will be entitled to receive on each Distribution Date an amount of Prepayment Premiums or Yield Maintenance Charges equal
to the sum, for all mortgage loan prepayments, the product of (a) 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 that YM Group representing principal payments in respect of the mortgage loans on such Distribution Date,
and (b) the Prepayment Premiums or Yield Maintenance Charges collected during the related Collection Period and allocated to such
YM Group. If there is more than one such Class of Certificates entitled to distributions of principal on any particular Distribution
Date on which Prepayment Premiums or Yield Maintenance Charges relating to the Mortgage Loans are distributable, the aggregate
amount of such Non-VRR Percentage of Prepayment Premiums or Yield Maintenance Charges will be allocated among all such Classes
of Certificates up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance
with the first sentence of this paragraph. On each Distribution Date, the VRR Interest will be entitled to Prepayment Premiums
and Yield Maintenance Charges in an amount equal to the product of (x) the VRR Percentage and (y) all Prepayment Premiums and
Yield Maintenance Charges, if any, collected in respect of the Mortgage Loans during the related Collection Period.


 


For purposes of the first
paragraph of this Section 4.01(e), the relevant “Base Interest Fraction” with respect to any Principal
Prepayment on any Mortgage Loan that provides for the payment of a Yield Maintenance Charge or Prepayment Premium, and with respect
to any Class of Class A-1, Class A-2, Class A-3, Class A-S, Class B, Class C and Class D Certificates,
shall be a fraction (A) whose numerator is the greater of (x) zero and (y) the difference between (i) the Pass-Through
Rate on such Class of Certificates, and (ii) the applicable Discount Rate used in accordance with the related Mortgage Loan
documents in calculating the Yield Maintenance Charge with respect to such Principal Prepayment and (B) whose denominator
is the greater of zero and the difference between (i) the Mortgage Rate on such Mortgage Loan (or with respect to any Mortgage
Loan that is part of a Serviced Whole Loan, the Mortgage Rate of such Serviced Whole Loan), and (ii) the applicable Discount
Rate used in accordance with the related Mortgage Loan documents in calculating the Yield Maintenance Charge with respect to such
Principal Prepayment. However, (1) under no circumstances shall the Base Interest Fraction be greater than one or less than
zero, (2) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on such Mortgage Loan or Serviced
Whole Loan, as applicable, and is greater than or equal to the Pass-Through Rate on such Class of Certificates, then the Base
Interest Fraction will equal zero and (3) if the applicable Discount Rate is greater than or equal to the Mortgage Rate on
such Mortgage Loan or Serviced Whole Loan, as applicable, and is less


 






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than
the Pass-Through Rate on such Class of Certificates, then the Base Interest Fraction will be one (1).


 


For purposes of the preceding
paragraph, the relevant “Discount Rate” in connection with any Prepayment Premium or Yield Maintenance Charge
collected on any prepaid Mortgage Loan or REO Loan and distributable on any Distribution Date shall be a rate per annum
equal to (i) if a discount rate was used in the calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Mortgage Loan or REO Loan, as the case may be, such discount rate (as reported by the applicable
Master Servicer), converted (if necessary) to a monthly equivalent yield, or (ii) if a discount rate was not used in the calculation
of the applicable Prepayment Premium or Yield Maintenance Charge pursuant to the terms of the relevant Mortgage Loan or REO Loan,
as the case may be, the yield calculated by the linear interpolation of the yields (as reported under the heading “U.S. Government
Securities/Treasury Constant Maturities” in Federal Reserve Statistical Release H.15 (519) published by the Federal Reserve
Board for the week most recently ended before the date of the relevant prepayment (or deemed prepayment) of U.S. Treasury constant
maturities with a maturity date, one longer and one shorter, most nearly approximating the related Stated Maturity Date (in the
case of a Mortgage Loan or REO Loan that is not related to an ARD Loan) or the Anticipated Repayment Date (in the case of a Mortgage
Loan or REO Loan that is related to an ARD Loan), such interpolated yield converted to a monthly equivalent yield. If Federal Reserve
Statistical Release H.15 (519) is no longer published, the Certificate Administrator shall select a comparable publication as the
source of the applicable yields of U.S. Treasury constant maturities.


 


(ii)          
No Yield Maintenance Charges or Prepayment Premium shall be distributed to the Holders of the Class R Certificates.


 


(iii)         
All distributions of Yield Maintenance Charges and Prepayment Premiums made pursuant to this Section 4.01(e)
shall first be deemed to be distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier
Regular Interests, pro rata, based upon the amount of principal distributed in respect of each such Class of Lower-Tier
Regular Interests for such Distribution Date pursuant to Section 4.01(c) above.


 


On each Distribution
Date, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the VRR Percentage of such Prepayment Premiums
and Yield Maintenance Charges (such portion of any Prepayment Premiums and Yield Maintenance Charges, the “VRR Retained
Prepayment Premiums and Yield Maintenance Charges”) collected on the Mortgage Loans during the related Collection Period
shall be distributed by the Certificate Administrator to the Holders of the Class VRR Interest Certificates, on a pro rata
and pari passu basis, as follows:


 


On each Distribution
Date, any portion of Prepayment Premiums and Yield Maintenance Charges that are to be distributed to the Holders of the VRR Interest
shall, for federal income tax purposes, be deemed to have first been transferred to the Grantor Trust in respect of the Class VRR
Upper-Tier Regular Interest.


 






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(f)            
On each Distribution Date, the Certificate Administrator shall (i) apply amounts from the Gain-on-Sale Reserve Account
up to the Non-VRR Percentage of the Aggregate Gain-on-Sale Entitlement Amount (other than amounts with respect to a Non-Serviced
Mortgage Loan) and shall distribute such amounts to reimburse the Holders of the Non-VRR Certificates (in order of distribution
priority) (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests) up to an amount
equal to all Certificate Realized Losses, if any, previously deemed allocated to them and unreimbursed after application of the
Aggregate Available Funds for such Distribution Date pursuant to Section 4.01(a) and (ii) apply amounts from the VRR
Certificate Gain-on-Sale Reserve Account up to the VRR Percentage of the Aggregate Certificate Gain-on-Sale Entitlement
Amount, as applicable, (other than amounts with respect to a Non-Serviced Mortgage Loan) and shall distribute such amounts to reimburse
the Holders of the VRR Interest (first deeming such amounts to be distributed with respect to the Related Lower-Tier Regular Interests)
up to an amount equal to all VRR Realized Losses, if any, previously deemed allocated to them and unreimbursed after application
of the VRR Available Funds for such Distribution Date pursuant to Section 4.01(a). Amounts paid from the Gain-on-Sale
Reserve Account will not reduce the Certificate Balances of the Classes of Certificates receiving such distributions. Any amounts
remaining in the Gain-on-Sale Reserve Account or the VRR Certificate Gain-on-Sale Reserve Account, as applicable,
after such distributions shall be applied to offset future Certificate Realized Losses with respect to the Principal Balance Certificates
or future VRR Realized Losses with respect to the VRR Interest Certificates, as applicable. Upon termination of the Trust, any
amounts remaining in the Gain-on-Sale Reserve Account or the VRR Certificate Gain-on-Sale Reserve Account, as applicable,
shall be distributed on the final Distribution Date to the Holders of the Class R Certificates from the Lower-Tier REMIC
in respect of the Class LR Interest.


 


(g)           
All distributions made with respect to each Class of Certificates on each Distribution Date shall be allocated pro rata
among the outstanding Certificates in such Class based on their respective Percentage Interests. Except as otherwise specifically
provided in Sections 4.01(h), 4.01(i) and 9.01, all such distributions with respect to each Class on
each Distribution Date shall be made to the Certificateholders of the respective Class of record at the close of business on the
related Record Date and shall be made by wire transfer of immediately available funds to the account of any such Certificateholder
at a bank or other entity having appropriate facilities therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions
may be in the form of a standing order applicable to all subsequent Distribution Dates), or otherwise by check mailed to such Certificateholder
at its address in the Certificate Register. The final distribution on each Certificate (determined without regard to any possible
future reimbursement of Realized Losses previously allocated to such Certificate) will be made in like manner, but only upon presentation
and surrender of such Certificate at the offices of the Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.


 


Each distribution with
respect to a Book-Entry Certificate shall be paid to the Depository, as Holder thereof, and the Depository shall be responsible
for crediting the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures.
Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents
and to each indirect participating brokerage firm


 






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(a ”brokerage
firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible
for disbursing funds to the Certificate Owners that it represents. None of the Trustee, the Certificate Administrator, the Certificate
Registrar, the Depositor, the Master Servicer, the Special Servicer or the Underwriters shall have any responsibility therefor
except as otherwise provided by this Agreement or applicable law.


 


(h)         
Except as otherwise provided in Section 9.01, whenever the Certificate Administrator expects that the final
distribution with respect to any Class of Certificates (determined without regard to any possible future reimbursement of any amount
of Realized Losses previously allocated to such Class of Certificates) will be made on the next Distribution Date, the Certificate
Administrator shall, no later than the related P&I Advance Determination Date, post on the Certificate Administrator’s
Website pursuant to Section 3.13(b) a notice in electronic format to the effect that:


 


(i)          
the Certificate Administrator expects that the final distribution with respect to such Class of Certificates will be made
on such Distribution Date but only upon presentation and surrender of such Certificates at the offices of the Certificate Registrar
or such other location therein specified; and


 


(ii)          
no interest shall accrue on such Certificates from and after such Distribution Date.


 


Any funds not distributed to any Holder
or Holders of Certificates of such Class on such Distribution Date because of the failure of such Holder or Holders to tender their
Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate
non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h)
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates
for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all
such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent,
shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates
as it shall deem appropriate and subject to escheatment and other applicable laws. The costs and expenses of holding such funds
in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the
non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust hereunder by the Certificate Administrator as a result of such Certificateholder’s failure to
surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h).


 


(i)           
Distributions in reimbursement of Certificate Realized Losses or VRR Realized Losses previously allocated to the Regular
Certificates or the VRR Interest shall be made in the amounts and manner specified in Section 4.01(a) or Section
4.01(d), as applicable, to the Holders of the respective Class otherwise entitled to distributions of interest and principal
on such Class on the relevant Distribution Date; provided that all distributions in reimbursement of Realized Losses previously
allocated to a Class of Certificates which has since been retired shall


 






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be
to the prior Holders that surrendered the Certificates of such Class upon retirement thereof and shall be made by check mailed
to the address of each such prior Holder last shown in the Certificate Register. Notice of any such distribution to a prior Holder
shall be made in accordance with Section 13.05 at such last address. The amount of the distribution to each such prior
Holder shall be based upon the aggregate Percentage Interest evidenced by the Certificates surrendered thereby. If the check mailed
to any such prior Holder is returned uncashed, then the amount thereof shall be set aside and held uninvested in trust for the
benefit of such prior Holder, and the Certificate Administrator shall attempt to contact such prior Holder in the manner contemplated
by Section 4.01(h) as if such Holder had failed to surrender its Certificates.


 


(j)           
On each Distribution Date, any Excess Interest received during the related Collection Period with respect to the Mortgage
Loans shall be distributed (i) to the Holders of the Class D Certificates in an amount equal to the product of (A) the Non-VRR
Percentage, multiplied by (B) the amount of such Excess Interest; (ii) to the Holders of the Class VRR Interest Certificates in
an aggregate amount equal to the product of (A) the VRR Percentage, multiplied by (B) the amount of such Excess Interest. Excess
Interest will not be available to pay any other amounts except for distributions set forth in the prior sentence.


 


(k)          
On the Serviced Whole Loan Remittance Date, with respect to any Serviced Companion Loan, the Companion Paying Agent shall
make withdrawals and payments from the Companion Distribution Account for each Companion Loan in the following order of priority:


 


(i)           
to pay to the Master Servicer any amounts deposited by the Master Servicer in the Companion Distribution Account not required
to be deposited therein;


 


(ii)          
to the extent permitted under the related Intercreditor Agreement and not otherwise previously reimbursed, to pay the Trustee
or the Certificate Administrator or any of their directors, officers, employees and agents, as the case may be, any amounts payable
or reimbursable to any such Person pursuant to Section 8.05, to the extent any such amounts relate solely to a Serviced
Whole Loan related to such Companion Loan, and such amounts are to be paid by the related Companion Holder pursuant to the related
Intercreditor Agreement;


 


(iii)         
to pay all amounts remaining in the Companion Distribution Account related to such Serviced Companion Loan to the related
Companion Holder, in accordance with the related Intercreditor Agreement; and


 


(iv)         
to clear and terminate the Companion Distribution Account at the termination of this Agreement pursuant to Section 9.01.


 


All distributions from
the Companion Distribution Account required hereunder shall be made by the Companion Paying Agent to the related Companion Holder
by wire transfer in immediately available funds on the Serviced Whole Loan Remittance Date to the account of such Companion Holder
or an agent therefor appearing on the Companion Register on the related Record Date (or, if no such account so appears or information
relating thereto is not provided at least five Business Days prior to the related Record Date, by check sent by first class mail
to the


 






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address
of such Companion Holder or its agent appearing on the Companion Register). Any such account shall be located at a commercial
bank in the United States.


 


On the final Master Servicer
Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who
shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and
that were transferred from the Loss of Value Reserve Fund to the Collection Account on the immediately preceding Master Servicer
Remittance Date in accordance with Section 3.05(g)(v).


 


Section 4.02      
Distribution Date Statements; CREFC® Investor Reporting Packages; Grant of Power of Attorney.
(a)  On each Distribution Date, the Certificate Administrator shall make available pursuant to Section 3.13(b)
on the Certificate Administrator’s Website to any Privileged Person a statement (substantially in the form set forth as Exhibit G
hereto and based in part upon information supplied to the Certificate Administrator in the related CREFC® Investor
Reporting Package in accordance with CREFC® guidelines) as to the distributions made on such Distribution Date (each,
a “Distribution Date Statement”) which shall include:


 


(i)           
the amount of the distribution on such Distribution Date to the Holders of each Class of Certificates in reduction of the
Certificate Balance thereof;


 


(ii)          
the aggregate amount of Advances made, with respect to the pool of Mortgage Loans, during the period from but not including
the previous Distribution Date to and including such Distribution Date and details of P&I Advances as of the Master Servicer
Remittance Date;


 


(iii)        
the aggregate amount of compensation paid to the Trustee and the Certificate Administrator, servicing compensation paid
to the Master Servicer and the Special Servicer and CREFC® Intellectual Property Royalty License Fees paid to CREFC®,
in each case, with respect to the Collection Period for such Determination Date together with detailed calculations of servicing
compensation paid to the Master Servicer and the Special Servicer;


 


(iv)         
the aggregate Stated Principal Balance of the Mortgage Loans and any REO Loans, with respect to the pool of Mortgage Loans,
outstanding immediately before and immediately after such Distribution Date;


 


(v)          
the aggregate amount of unscheduled payments received;


 


(vi)         
the number of loans, their aggregate principal balance, weighted average remaining term to maturity and weighted average
Mortgage Rate of the Mortgage Loans, with respect to the pool of Mortgage Loans, as of the end of the related Collection Period
for such Distribution Date;


 


(vii)        
the number and aggregate principal balance of the Mortgage Loans (A) delinquent 30 days to 59 days, (B) delinquent
60 days to 89 days, (C) delinquent 90 days to 120 days, (D) current but specially serviced or in foreclosure but not
an REO


 






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Property
and (E) for which the related Mortgagor is subject to oversight by a bankruptcy court;


 


(viii)       
the value of any REO Property (and, with respect to any Serviced Whole Loan, the trust’s interest therein) included
in the Trust Fund as of the end of the related Determination Date for such Distribution Date, on a loan-by-loan basis,
based on the most recent Appraisal or valuation;


 


(ix)          
the Aggregate Available Funds for such Distribution Date;


 


(x)           
the Interest Accrual Amount in respect of such Class of Certificates for such Distribution Date, separately identifying
any Interest Accrual Amount for such Distribution Date allocated to such Class of Certificates;


 


(xi)         
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates allocable to (A) Prepayment
Premiums and Yield Maintenance Charges and (B) in the case of the Class D Certificates and the VRR Interest, Excess Interest;


 


(xii)        
the Pass-Through Rate for such Class of Certificates for such Distribution Date;


 


(xiii)       
the Scheduled Principal Distribution Amount and the Unscheduled Principal Distribution Amount for such Distribution Date,
with respect to the pool of Mortgage Loans;


 


(xiv)       
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates immediately before and immediately
after such Distribution Date, separately identifying any reduction therein as a result of the allocation of any Realized Loss on
such Distribution Date and the aggregate amount of all reductions as a result of allocations of Certificate Realized Losses or
VRR Realized Losses in respect of the Principal Balance Certificates or the VRR Interest, as applicable, to date;


 


(xv)        
the Certificate Factor for each Class of Certificates (other than the Class R Certificates) immediately following such
Distribution Date;


 


(xvi)       
the amount of any Appraisal Reduction Amounts effected (including, with respect to any Serviced Whole Loan, the amount allocable
to the related Mortgage Loan and Serviced Companion Loan) in connection with such Distribution Date on a loan-by-loan basis
and the total Appraisal Reduction Amount effected in connection with such Distribution Date;


 


(xvii)     
the number and related Stated Principal Balance of any Mortgage Loans extended or modified since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date) on a loan-by-loan basis;


 


(xviii)     
a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment since the previous
Determination Date (or in the case of the first


 






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Distribution
Date, as of the Cut-off Date) and the amount and the type of Principal Prepayment occurring;


 


(xix)        
a loan-by-loan listing of each Mortgage Loan which was defeased since the previous Determination Date (or in the
case of the first Distribution Date, as of the Cut-off Date);


 


(xx)         
all deposits into, withdrawals from, and the balance of the Interest Reserve Account on the Master Servicer Remittance Date;


 


(xxi)        
in the case of the Class R Certificates, the amount of any distributions on such Certificates pursuant to Sections 4.01(a),
4.01(b), 4.01(c) and 4.01(f);


 


(xxii)       
the amount of the distribution on such Distribution Date to the Holders of such Class of Certificates in reimbursement of
previously allocated Certificate Realized Loss or VRR Realized Loss, as applicable;


 


(xxiii)      
the aggregate unpaid principal balance of the Mortgage Loans outstanding as of the close of business on the related Determination
Date, with respect to the pool of Mortgage Loans;


 


(xxiv)     
with respect to any Mortgage Loan as to which a Liquidation Event occurred since the previous Determination Date (or in
the case of the first Distribution Date, as of the Cut-off Date) or prior to the related Determination Date (other than a payment
in full), (A) the loan number thereof, (B) the aggregate of all Liquidation Proceeds and other amounts received in connection
with such Liquidation Event (separately identifying the portion thereof allocable to distributions on the Certificates), and (C) the
amount of any Realized Loss allocated to the Principal Balance Certificates in connection with such Liquidation Event;


 


(xxv)      
with respect to any REO Property (including, with respect to any Non-Serviced Whole Loan, the Trust’s interest
therein) included in the Trust as to which the Special Servicer determined, in accordance with the Servicing Standard, that all
payments or recoveries with respect to the Mortgaged Property have been ultimately recovered since the previous Determination Date,
(A) the loan number of the related Mortgage Loan, (B) the aggregate of all Liquidation Proceeds and other amounts received
in connection with that determination (separately identifying the portion thereof allocable to distributions on the Certificates),
and (C) the amount of any Certificate Realized Loss allocated to the Principal Balance Certificates or VRR Realized Loss allocated
to the VRR Interest in respect of the related REO Loan in connection with that determination;


 


(xxvi)     
the aggregate amount of interest on P&I Advances paid to the Master Servicer and the Trustee since the previous Determination
Date (or in the case of the first Distribution Date, as of the Cut-off Date), with respect to the pool of Mortgage Loans;


 


(xxvii)    
[Reserved];


 






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(xxviii)   
the then-current credit support levels for each Class of Certificates;


 


(xxix)      
the aggregate amount of Prepayment Premiums and Yield Maintenance Charges on the Mortgage Loans (each separately identified)
collected since the previous Determination Date (or in the case of the first Distribution Date, as of the Cut-off Date);


 


(xxx)       
a loan-by-loan listing of any material modification, extension or waiver of a Mortgage Loan;


 


(xxxi)      
a loan-by-loan listing of any material breach of the representations and warranties given with respect to a Mortgage
Loan by the applicable Mortgage Loan Seller;


 


(xxxii)     
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, which information will be provided to the Certificate Administrator by the Master Servicer;
and


 


(xxxiii)    
the amount of any Excess Interest actually received.


 


In the case of information
furnished pursuant to clauses (i), (ix), (x), (xi), (xiv) and (xxiii) above, the
amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per Definitive
Certificate.


 


The Certificate Administrator
has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and
posting of such information to the Certificate Administrator’s Website or its filing of such information pursuant to this
Agreement, including, but not limited to, filing via EDGAR.


 


Within a reasonable period
of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who at any time during
the calendar year was a Holder of a Certificate, a statement containing the information set forth in clauses (i) and
(x) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which person
was a Certificateholder, together with such other information as the Certificate Administrator deems necessary or desirable, or
that a Certificateholder or Certificate Owner reasonably requests, to enable Certificateholders to prepare their tax returns for
such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code
as from time to time are in force.


 


Upon receipt of an Asset
Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D in accordance
with Section 11.04 for such period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 






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(b)           
[Reserved].


 


(c)            
Each of the Master Servicer and the Special Servicer may, at its sole cost and expense, make available by electronic media,
bulletin board service or, if applicable, Internet website (in addition to making information available as provided herein) any
reports or other information the Master Servicer or the Special Servicer, as applicable, is required or permitted to provide to
any party to this Agreement, the Rating Agencies or any Certificateholder or any prospective Certificateholder that has provided
the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, with an Investor Certification or has
executed a “click-through” confidentiality agreement in accordance with Section 3.13 hereof (which
may be a licensed or registered investment advisor) to the extent such action does not conflict with the terms of this Agreement
(including without limitation, any requirements to keep Privileged Information confidential), the terms of the Mortgage Loans or
applicable law. Notwithstanding this paragraph, the availability of such information or reports on the Internet or similar electronic
media shall not be deemed to satisfy any specific delivery requirements in this Agreement except as set forth herein. In connection
with providing access to the Master Servicer’s Internet website, the Master Servicer shall take reasonable measures to ensure
that only such parties listed above may access such information including, without limitation, requiring registration, a confidentiality
agreement and acceptance of a disclaimer. The Master Servicer or the Special Servicer, as applicable, shall not be liable for dissemination
of this information in accordance with this Agreement, and neither the Master Servicer nor the Special Servicer shall be responsible
for any information delivered, produced, or made available pursuant to Sections 3.13 and 4.02(b), other than
information produced by the Master Servicer or the Special Servicer, as applicable; provided that such information otherwise
meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master Servicer
shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information
provided, or any assumptions required to be made by such report.


 


The Special Servicer
shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with
such information in its possession regarding the Specially Serviced Loans and REO Properties as may be necessary for the Master
Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator.
Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information
provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received
from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating
and making distributions to Certificateholders in accordance with Section 4.01, preparing the Distribution Date Statement
required by Section 4.02(a) and allocating Realized Losses to the Certificates in accordance with Section 4.04.


 


Notwithstanding the foregoing,
the failure of the Master Servicer or the Special Servicer to disclose any information otherwise required to be disclosed pursuant
to this Section 4.02(b) or Section 4.02(d) shall not constitute a breach of this Section 4.02(b)
or of Section 4.02(d) to the extent the Master Servicer or the Special Servicer so fails because such disclosure, in
the reasonable belief of the Master Servicer or the Special Servicer, as the case may be, would violate any applicable law or any
provision of a Mortgage Loan document


  



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prohibiting
disclosure of information with respect to the Mortgage Loans or the Mortgaged Properties. The Master Servicer or the Special Servicer
may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting
liability on the part of any other party hereto).


 


(d)           
Upon the written request of a Certificateholder, any beneficial owner of a Certificate, or any prospective purchaser of
a Certificate that is a Qualified Institutional Buyer and is designated by a Certificateholder or a beneficial owner of a Certificate
as such and, in any case, has delivered an Investor Certification to the Depositor and the Certificate Administrator, as soon as
reasonably practicable, at the expense of the requesting party, the Certificate Administrator shall make available to the requesting
party such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate
Administrator as is requested by such person, for purposes of satisfying applicable reporting requirements under Rule 144A
under the Securities Act. Neither the Certificate Registrar, nor the Certificate Administrator shall have any responsibility for
the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including
any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished
which was prepared or delivered to them by another.


 


(e)            
The information to which any Certificateholder is entitled is limited to the information gathered and provided to the Certificateholder
by the parties hereto pursuant to this Agreement and by acceptance of any Certificate, each Certificateholder agrees that except
as specifically provided herein, no Certificateholder shall contact any Mortgagor directly with respect to any Mortgage Loan.


 


Section 4.03      
P&I Advances. (a)  On or before 4:00 p.m., New York City time, on each Master Servicer Remittance
Date, the Master Servicer shall (i) remit to the Certificate Administrator for deposit from its own funds into the Lower-Tier
REMIC Distribution Account, an amount equal to the aggregate amount of P&I Advances, if any, with respect to the Mortgage Loans
to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account, for future distribution
to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances with respect to the Mortgage
Loans or (iii) make P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount
of P&I Advances to be made. Any amounts held in the Collection Account for future distribution and so used to make P&I
Advances with respect to the Mortgage Loans shall be appropriately reflected in the Master Servicer’s records and replaced
by the Master Servicer by deposit in the Collection Account on or before the next succeeding Master Servicer Remittance Date (to
the extent not previously replaced through the deposit of Late Collections of the delinquent principal and/or interest in respect
of which P&I Advances were made). The Master Servicer shall notify the Certificate Administrator of (i) the aggregate
amount of P&I Advances with respect to the Mortgage Loans for a Distribution Date and (ii) the amount of any Nonrecoverable
P&I Advances with respect to the Mortgage Loans for such Distribution Date, on or before two (2) Business Days prior to
such Distribution Date. If the Master Servicer fails to make a required P&I Advance by 4:00 p.m., New York City time, on any
Master Servicer Remittance Date, the Trustee shall make such P&I Advance pursuant to Section 7.05 by noon, New
York City time, on the related Distribution Date, unless the Master Servicer shall have cured such failure (and provided written
notice of such cure to the Trustee and the Certificate


 






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Administrator)
by 11:00 a.m., New York City time, on such Distribution Date. In the event that the Master Servicer fails to make a required
P&I Advance hereunder, the Certificate Administrator shall notify the Trustee of such circumstances by 4:30 p.m., New
York City time, on the related Master Servicer Remittance Date. Notwithstanding the foregoing, the portion of any P&I Advance
equal to the CREFC® Intellectual Property Royalty License Fee for the related Mortgage Loans shall not be remitted
to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account but shall be deposited into the
Collection Account for payment to CREFC® on such Distribution Date.


 


To the extent required
under the related Intercreditor Agreement, if a P&I Advance is made with respect to any Mortgage Loan with a related Serviced
Companion Loan, the Master Servicer or Trustee, as applicable, shall notify the Other Servicer and the Other Trustee of the amount
of the P&I Advance it made with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


 


(b)           
Subject to Section 4.03(c) and Section 4.03(e) below, the amount of P&I Advances to be made
by the Master Servicer with respect to any Distribution Date and each Mortgage Loan, shall be equal to: (i) the Periodic Payments
(net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary
Servicing Fee Rate) other than Balloon Payments, that were due on the Mortgage Loans and any REO Loan (other than any portion of
an REO Loan related to a Companion Loan) during the related Collection Period and delinquent as of the close of business on the
Business Day preceding the related Master Servicer Remittance Date (or not advanced by any Sub-Servicer on behalf of the Master
Servicer) and (ii) with respect to each Mortgage Loan delinquent in respect of its Balloon Payment as of the Master Servicer
Remittance Date (including any REO Loan (other than any portion of an REO Loan related to a Companion Loan) as to which the related
Balloon Payment would have been past due), an amount equal to the Assumed Scheduled Payment therefor. Subject to subsection (c)
below, the obligation of the Master Servicer to make such P&I Advances is mandatory, and with respect to any Mortgage Loan
(including any Non-Serviced Mortgage Loan) or REO Loan (other than any portion of an REO Loan related to a Companion Loan),
shall continue until the Distribution Date on which the proceeds, if any, received in connection with a Liquidation Event or the
disposition of the REO Property, as the case may be, with respect thereto are to be distributed. No P&I Advances shall be made
with respect to any Companion Loan.


 


(c)            
Notwithstanding anything herein to the contrary, no P&I Advance shall be required to be made hereunder if such P&I
Advance would, if made, constitute a Nonrecoverable P&I Advance. With respect to each Serviced Mortgage Loan, if the Master
Servicer, Special Servicer or Trustee has determined that a P&I Advance or Servicing Advance with respect to such Mortgage
Loan, would be or has become a Nonrecoverable Advance, the Master Servicer shall provide each Other Servicer and Other Trustee
written notice of such determination within the time period required by the related Intercreditor Agreement. With respect to each
Non-Serviced Mortgage Loan, the Master Servicer will be required to make its determination (based on information provided by
the applicable Non-Serviced Master Servicer and Non-Serviced Special Servicer) that it has made a P&I Advance on such Non-Serviced
Mortgage Loan that is a Nonrecoverable Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable
Advance with respect to such Non-Serviced Mortgage Loan


 






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independently
of any determination made by the applicable Non-Serviced Master Servicer, the applicable Non-Serviced Special Servicer
or the Non-Serviced Trustee, as the case may be, under the applicable Non-Serviced PSA in respect of the related Non-Serviced
Companion Loan (and if the Special Servicer or the Trustee elects to make and makes such a determination, then it shall make such
determination independently of any such determination by such other Person). If the Master Servicer, the Special Servicer or the
Trustee determines that a proposed P&I Advance with respect to a Non-Serviced Mortgage Loan, if made, or any outstanding
P&I Advance with respect to a Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable
Advance, the Master Servicer, Special Servicer or Trustee, as applicable, shall provide the applicable Non-Serviced Master
Servicer and Non-Serviced Special Servicer written notice of such determination within two (2) Business Days of the date of such
determination. If the Master Servicer receives written notice from the related Non-Serviced Master Servicer or the related
Non-Serviced Special Servicer, as the case may be, that either has determined in accordance with the applicable Non-Serviced
PSA with respect to a Non-Serviced Companion Loan, that any proposed advance under the applicable Non-Serviced PSA that is
similar to a P&I Advance would be, or any outstanding advance under such Non-Serviced PSA that is similar to a P&I Advance
is, a nonrecoverable advance, then the Master Servicer or the Trustee may, based upon such determination, determine that any P&I
Advance previously made or proposed to be made with respect to the related Non-Serviced Mortgage Loan, will be a Nonrecoverable
P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to make any additional
P&I Advances with respect to the related Non-Serviced Mortgage Loan unless and until the Master Servicer or the Trustee,
as the case may be, determines that any such additional P&I Advances with respect to the related Non-Serviced Mortgage
Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related Non-Serviced
Master Servicer or the related Non-Serviced Special Servicer, as the case may be, or otherwise. For the avoidance of doubt,
the Master Servicer, the Special Servicer or the Trustee, as the case may be, shall have the sole discretion provided in this
Agreement to determine that any future P&I Advance or outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable
Advance.


 


(d)           
In connection with the recovery of any P&I Advance out of the Collection Account, pursuant to Section 3.05(a),
the Master Servicer shall be entitled to pay the Trustee and itself (in that order of priority) as the case may be, out of any
amounts then on deposit in the Collection Account (but in no event from any funds allocable to a Serviced Companion Noteholder
(unless related thereto), except to the extent permitted pursuant to the terms of the related Intercreditor Agreement), interest
at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but
not including the date of reimbursement; provided, however, that no interest will accrue on any P&I Advance (i) made
with respect to a Mortgage Loan until after the related Due Date has passed and any applicable Grace Period has expired or (ii) if
the related Periodic Payment is received after the Determination Date but on or prior to the related Master Servicer Remittance
Date. The Master Servicer shall reimburse itself and/or the Trustee, as the case may be, for any outstanding P&I Advance, subject
to Section 3.17 of this Agreement, as soon as practicably possible after funds available for such purpose are deposited
in the Collection Account.


 


(e)            
Notwithstanding the foregoing, (i) neither the Master Servicer nor the Trustee shall make an advance for Yield Maintenance
Charges, Default Interest, late payment


 






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charges,
Prepayment Premiums, Balloon Payments, Excess Interest or any P&I Advance with respect to any Companion Loan or with respect
to any cure payment payable by any AB Whole Loan Controlling Holder and (ii) if an Appraisal Reduction Amount has been made
with respect to any Mortgage Loan (or, in the case of a Non-Serviced Whole Loan, an Appraisal Reduction Amount has been made in
accordance with the related Non-Serviced PSA and the Master Servicer has notice of such Appraisal Reduction Amount) then in the
event of subsequent delinquencies thereon, the interest portion of the P&I Advance in respect of such Mortgage Loan for the
related Distribution Date shall be reduced (it being herein acknowledged that there shall be no reduction in the principal portion
of such P&I Advance) to equal the product of (x) the amount of the interest portion of such P&I Advance for such
Mortgage Loan for such Distribution Date without regard to this clause (ii), and (y) a fraction, expressed as
a percentage, the numerator of which is equal to the Stated Principal Balance of such Mortgage Loan immediately prior to such
Distribution Date, net of the related Appraisal Reduction Amount (or, in the case of any Whole Loan, the portion of such Appraisal
Reduction Amount allocated to the related Mortgage Loan), if any, and the denominator of which is equal to the Stated Principal
Balance of such Mortgage Loan immediately prior to such Distribution Date. For purposes of the immediately preceding sentence,
the Periodic Payment due on the Maturity Date for a Balloon Mortgage Loan will be the Assumed Scheduled Payment for the related
Distribution Date.


 


(f)            
In no event shall either the Master Servicer or the Trustee be required to make a P&I Advance with respect to any Companion
Loan.


 


Section 4.04      
Allocation of Realized Losses. (a)  On each Distribution Date, immediately following the distributions
to be made on such date pursuant to Section 4.01, the Certificate Administrator shall calculate the amount, if any,
by which (i) the aggregate Stated Principal Balance (for purposes of this calculation only, not giving effect to any reductions
of the Stated Principal Balance for payments of principal collected on the Mortgage Loans that were used to reimburse any Workout-Delayed
Reimbursement Amounts pursuant to Section 3.05(a)(v) to the extent such Workout-Delayed Reimbursement Amounts are
not otherwise determined to be Nonrecoverable Advances) of the Mortgage Loans and any REO Loans (excluding any portion allocable
to any related Companion Loan, if applicable) as of the related Determination Date, is less than (ii) the then aggregate Certificate
Balance of the Principal Balance Certificates after giving effect to distributions of principal on such Distribution Date (any
such deficit, the “Certificate Realized Loss”). Any allocation of Certificate Realized Losses to a Class of
Regular Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Certificate Realized
Losses so allocated to a Class of Regular Certificates shall be allocated among the respective Certificates of such Class in proportion
to the Percentage Interests evidenced thereby. The allocation of Certificate Realized Losses shall constitute an allocation of
losses and other shortfalls experienced by the Trust. Reimbursement of previously allocated Certificate Realized Losses will not
constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance
of the Class of Certificates in respect of which any such reimbursement is made. With respect to any Class of Principal Balance
Certificates, to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections
on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on
the related Mortgage Loan, the amount of such recovery


 






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will
be added to the Certificate Balance of the Class or Classes of Principal Balance Certificates that previously were allocated Certificate
Realized Losses, in sequential order, in each case up to the amount of the unreimbursed Certificate Realized Losses allocated
to such Class of Certificates.


 


(b)           
On each Distribution Date, the Certificate Balances of the Principal Balance Certificates will be reduced without distribution,
as a write-off to the extent of any Certificate Realized Losses, if any, allocable to such Certificates with respect to such
Distribution Date. Any such write off shall be allocated first, to the Class D Certificates, second, to the
Class C Certificates, third, to the Class B Certificates, fourth, to the Class A-S Certificates and then,
pro rata (based on their respective Certificate Balances), to the Class A-1, Class A-2 and Class A-3 Certificates,
in each case until the remaining Certificate Balances of such Classes of Certificates have been reduced to zero.


 


(c)            
With respect to any Distribution Date, any Certificate Realized Losses allocated to a Class of Principal Balance Certificates
pursuant to Section 4.04(a) or Section 4.04(b), respectively, with respect to such Distribution Date shall
reduce the Lower-Tier Principal Amount of the Related Lower-Tier Regular Interest with respect thereto as a write-off.


 


On each Distribution
Date, any VRR Realized Loss for such Distribution Date shall be allocated to the Class VRR Upper-Tier Regular Interest; and, in
connection therewith, the Certificate Balance of the Class VRR Upper-Tier Regular Interest will be reduced without distribution,
as a write-off, to the extent of such VRR Realized Loss.


 


Section 4.05      
Appraisal Reduction Amounts; Collateral Deficiency Amounts. (a)  For purposes of determining the Voting
Rights of the related Classes for purposes of removal of the Special Servicer, the VRR Percentage of Appraisal Reduction Amounts
will be allocated to the VRR Interest to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Interest
Certificates. The Non-VRR Percentage of the Appraisal Reduction Amounts allocated to the Mortgage Loans (with respect to a Serviced
Whole Loan, to the extent allocated to the related Mortgage Loan) will be allocated to each Class of Principal Balance Certificates
(other than the Senior Certificates and the Class R Certificates) in reverse sequential order to notionally reduce the related
Certificate Balances until the Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class D
Certificates, second, to the Class C Certificates, third, to the Class B Certificates and finally, to
the Class A-S Certificates).


 


As of the first Determination
Date after a Mortgage Loan (other than a Non-Serviced Mortgage Loan) becomes an AB Modified Loan, the Master Servicer shall calculate
whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal
obtained by the Special Servicer with respect to such Mortgage Loan, and all other information relevant to a Collateral Deficiency
Amount determination. Upon obtaining knowledge or receipt of notice by the Master Servicer that a Non-Serviced Mortgage Loan has
become an AB Modified Loan, the Master Servicer shall (i) promptly request from the related Non-Serviced Master Servicer,
Non-Serviced Special Servicer and Non-Serviced Trustee the most recent appraisal with respect to such AB Modified Loan, in addition
to all other information reasonably required by the Master Servicer to calculate whether a Collateral Deficiency Amount exists
with respect to such AB Modified Loan, and


 






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(ii) as
of the first Determination Date following receipt by the Master Servicer of the appraisal and any other information set forth
in the immediately preceding clause (i) that the Master Servicer reasonably expects to receive, calculate whether a Collateral
Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the
Non-Serviced Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information relevant to a Collateral
Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced
Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Master Servicer thereof. The Special Servicer
shall provide (via electronic delivery) the Master Servicer with any information in its possession that is reasonably required
to determine, redetermine, calculate or recalculate any Collateral Deficiency Amount for any Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan using reasonable efforts to deliver such information within five (5) Business Days
of the Master Servicer’s reasonable request. None of the Special Servicer, the Trustee or the Certificate Administrator
shall calculate or verify any Collateral Deficiency Amount. Upon reasonable prior written request, the Special Servicer shall
use reasonable efforts to assist the Master Servicer in obtaining information reasonably required to calculate or recalculate
any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan in the event that the Master Servicer is unsuccessful
in obtaining such information from the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee.


 


The Master Servicer shall
promptly notify the Special Servicer and the Certificate Administrator of the amount of any Appraisal Reduction Amount (which notification
shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section 3.12(d))
and any Collateral Deficiency Amount and with respect to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan, if any (which
notification shall be satisfied through delivery of such information included in the CREFC® Loan Periodic Update
File and the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting
Package, or such report mutually agreed upon between Master Servicer and Certificate Administrator, which shall be delivered simultaneously
with the CREFC® Loan Periodic Update File in accordance with Section 3.12(d)). With respect to any Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable, calculated for purposes of determining the Voting Rights of the
related Classes for purposes of removing the Special Servicer, the appraised value of the related Mortgaged Property will be determined
on an “as-is” basis.


 


(b)           
[Reserved].


 


(c)            
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan), and each Serviced Whole Loan as to which
an Appraisal Reduction Event has occurred (unless such Mortgage Loan or Serviced Whole Loan has become a Corrected Loan (for such
purposes taking into account any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan or Serviced
Whole Loan)), the Special Servicer shall (1) within thirty (30) days of each anniversary of the related Appraisal Reduction
Event, and (2) upon its determination that the value of the related Mortgaged Property has materially changed, notify the
Master Servicer of the occurrence of such anniversary or determination and order an Appraisal (which may be an update of a prior
Appraisal), the cost of which shall be paid by the Master Servicer as a Servicing Advance or to the extent it would be a Nonrecoverable


 






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Advance,
an expense of the Trust, or conduct an internal valuation, as applicable and, promptly following receipt of any such Appraisal
or performance of such valuation, shall deliver a copy thereof to the Master Servicer, the Certificate Administrator and the Trustee.
Based upon such Appraisal or internal valuation and receipt of information reasonably requested by the Master Servicer from the
Special Servicer necessary to calculate the Appraisal Reduction Amount or Collateral Deficiency Amount, the Master Servicer shall
determine or redetermine, as applicable, and report to the Special Servicer, the Certificate Administrator and the Trustee, the
amount and calculation or recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such
Mortgage Loan, Companion Loan or Serviced Whole Loan, as applicable, and such report shall be delivered in the CREFC®
Appraisal Reduction Amount Template format; provided, however, that the Master Servicer shall not be liable
for failure to comply with such duties insofar as such failure results from a failure of the Special Servicer to provide sufficient
information to the Master Servicer to comply with such duties or failure by the Special Servicer to otherwise comply with its
obligations hereunder. Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage
Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in an Other Securitization,
to the Other Servicer of such Other Securitization into which the related Serviced Companion Loan has been sold, or to the holder
of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially
Serviced Loan). If the Master Servicer is required to redetermine the Appraisal Reduction Amount or Collateral Deficiency Amount,
such redetermined Appraisal Reduction Amount or Collateral Deficiency Amount shall replace the prior Appraisal Reduction Amount
or Collateral Deficiency Amount, as applicable, with respect to such Mortgage Loan, Companion Loan or Serviced Whole Loan, as
applicable. Notwithstanding the foregoing, the Special Servicer will not be required to obtain an Appraisal or conduct an internal
valuation, as applicable, with respect to a Mortgage Loan or related Companion Loan or Serviced Whole Loan that is the subject
of an Appraisal Reduction Event to the extent the Special Servicer has obtained an Appraisal or conducted such a valuation (in
accordance with requirements of this Agreement), as applicable, with respect to the related Mortgaged Property within the twelve-month
period immediately prior to the occurrence of the Appraisal Reduction Event. Instead, the Master Servicer may use the prior Appraisal
or valuation, as applicable, in calculating any Appraisal Reduction Amount or Collateral Deficiency Amount with respect to such
Mortgage Loan or related Companion Loan or Serviced Whole Loan; provided that the Special Servicer has not notified the
Master Servicer of any material change to the related Mortgaged Property having occurred and affecting the validity of such Appraisal
or valuation. The Special Servicer, upon reasonable prior written request, shall provide the Master Servicer with information
in its possession that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount,
using reasonable efforts to deliver such information, within five (5) Business Days following the Master Servicer’s reasonable
request therefor.


 


(d)           
Any Mortgage Loan (other than a Non-Serviced Mortgage Loan), any related Serviced Companion Loan and any Serviced Whole
Loan, previously subject to an Appraisal Reduction Amount, which has become a Corrected Loan (for such purposes taking into account
any amendment or modification of such Mortgage Loan, any related Serviced Companion Loan and any Serviced Whole Loan, as applicable),
and with respect to which no other Appraisal Reduction Event has occurred and is continuing, will no longer be subject to an Appraisal
Reduction Amount. Any Appraisal Reduction Amount in respect of a Non-Serviced


 






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Whole
Loan shall be calculated by the applicable party under and in accordance with and pursuant to the terms of the applicable Non-Serviced
PSA.


 


(e)            
Each Serviced Whole Loan will be treated as a single Mortgage Loan for purposes of calculating an Appraisal Reduction Amount
with respect to the Mortgage Loan and Companion Loan(s) that comprise such Serviced Whole Loan. Any Appraisal Reduction Amount
in respect of a Serviced AB Whole Loan in respect of an AB Modified Loan will be allocated in accordance with the related Intercreditor
Agreement or, if no allocation is specified in the related Intercreditor Agreement, then, first, to the related AB Subordinate
Companion Loan (until its principal balance is notionally reduced to zero by such Appraisal Reduction Amounts) and second, pro
rata, between the related AB Mortgage Loan and the related Serviced Pari Passu Companion Loan (if any), based upon their respective
Stated Principal Balances. Any Appraisal Reduction Amount in respect of any Serviced Pari Passu Whole Loan will be allocated in
accordance with the related Intercreditor Agreement or, if no allocation is specified in the related Intercreditor Agreement, then,
pro rata, between the related Serviced Pari Passu Mortgage Loan and the related Serviced Pari Passu Companion Loan, based
upon their respective Stated Principal Balances.


 


Section 4.06      
Grantor Trust Reporting. (a)  The parties intend that the portion of the Trust Fund constituting the Grantor
Trust, shall constitute, and that the affairs of the Grantor Trust shall be conducted so as to qualify such portion as, a trust
the beneficiaries of which are treated as the owners under subpart E, part I of subchapter J of the Code, and the provisions hereof
shall be interpreted consistently with this intention. In furtherance of such intention, neither the Trustee nor the Certificate
Administrator shall have the power to vary the investment of the Holders of the Class D Certificates in the Grantor Trust so as
to improve their rate of return. The Certificate Administrator shall prepare or cause to be prepared, submit to the Trustee for
execution (and the Trustee shall timely execute and timely return to the Certificate Administrator) and timely file all Tax Returns
in respect of the Grantor Trust. In addition, the Certificate Administrator shall (A) file, or cause to be filed, Internal
Revenue Service Form 1041 on Form 1099) or such other form as may be applicable with the Internal Revenue Service with
copies of the statements in the following clause and (B) furnish, or cause to be furnished, to the Holders of the Class D
Certificates, their allocable share of income and expense with respect to the Excess Interest and the Excess Interest Distribution
Account, in the time or times and in the manner required by the Code.


 


(b)           
As of the Closing Date no Class D Certificate or VRR Interest Certificate is held through a “middleman”. If
the Certificate Administrator receives notice that the Class D Certificates or the Class VRR Interest Certificates are held through
a “middleman” as defined by the WHFIT Regulations, then the Grantor Trust is a WHFIT that is a WHMT. The Certificate
Administrator will report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to
enable the Certificate Administrator to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator
is hereby directed to assume that DTC and Hare & Co, LLC are the only “middlemen” as defined by the WHFIT Regulations
unless the Depositor provides the Certificate Administrator with the identities of other “middlemen” that are Certificateholders.
The Certificate Administrator shall be entitled to indemnification in accordance with the terms of this Agreement in the event
that


 






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the
Internal Revenue Service makes a determination that the first sentence of this paragraph is incorrect.


 


(c)            
The Certificate Administrator shall report required WHFIT information using the accrual method, except to the extent the
WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine
whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via its website)
WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable
for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.


 


(d)           
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations
nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided
to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate
Administrator. Each Holder of a Class D Certificate, by acceptance of its interest in such class of Certificates, will be
deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including
the price, amount of proceeds and date of sale.


 


To the extent required
by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on an appropriate website the CUSIP
for the Class D Certificates. The CUSIP so published will represent the Rule 144A CUSIP. The Certificate Administrator
shall make reasonable good faith efforts to keep the website accurate and updated to the extent such CUSIP has been received. Absent
the receipt of such CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.


 


Section 4.07      
Investor Q&A Forum; Investor Registry; and Rating Agency Q&A Forum and Document Request Tool. (a)  The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and beneficial owners of Certificates that are Privileged Persons may submit questions to (A) the Certificate Administrator
relating to the Distribution Date Statement or (B) the Master Servicer or the Special Servicer, as applicable, relating to
the reports being made available pursuant to Section 3.13(b), the Mortgage Loans (excluding any Non-Serviced Mortgage
Loan) or the related Mortgaged Properties (each an “Inquiry” and collectively, “Inquiries”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer or Certificate Administrator, as applicable,
and in the case of any Inquiry relating to a Non-Serviced Mortgage Loan, to the related Non-Serviced Master Servicer or related
Non-Serviced Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate person
(in the case of the Master Servicer to the following: AskMidland@midlandls.com, in each case within a commercially reasonable period
of time following receipt thereof. Following receipt of an Inquiry, the Master Servicer, the Special


 






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Servicer
or the Certificate Administrator, as applicable, unless such party determines not to answer such Inquiry as provided below, shall
reply to the Inquiry, which reply of the Master Servicer or the Special Servicer, as applicable, shall be delivered to the Certificate
Administrator by electronic mail. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator
shall make reasonable efforts to obtain an answer from the related Non-Serviced Master Servicer or the related Non-Serviced Special
Servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of such answer
or any delay or failure to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable period
of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate
Administrator’s Website. If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its
respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any
Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would
be in violation of applicable law, the applicable Mortgage Loan documents or this Agreement, (iv) answering any Inquiry would
materially increase the duties of, or result in significant additional cost or expense to, the Master Servicer, the Special Servicer
or the Certificate Administrator, as applicable, (v) answering any Inquiry would require the disclosure of Privileged Information
(subject to the Privileged Information Exception), or (vi) answering any Inquiry is otherwise, for any reason, not advisable,
it shall not be required to answer such Inquiry and, in the case of the Master Servicer or the Special Servicer, shall promptly
notify the Certificate Administrator of such determination. In addition, no party shall post or otherwise disclose any direct
communications with a Risk Retention Consultation Party (in its capacity as a Risk Retention Consultation Party) as part of its
response to any Inquiries. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that
the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that will
not be answered shall include the following statement: “Because the Pooling and Servicing Agreement provides that the Master
Servicer, the Special Servicer and the Certificate Administrator shall not answer an Inquiry if it determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Pooling and Servicing Agreement,
(ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering
any Inquiry would be in violation of applicable law or the applicable Mortgage Loan documents, (iv) answering any Inquiry
would materially increase the duties of, or result in significant additional costs or expenses to the Trustee, the Master Servicer,
the Special Servicer or the Certificate Administrator, as applicable, (v) answering any Inquiry would require the disclosure
of Privileged Information, or (vi) answering any Inquiry is otherwise, for any reason, not advisable, no inference should
or may be drawn from the fact that the Master Servicer, the Special Servicer or the Certificate Administrator has declined to
answer the Inquiry. Answers posted on the Investor Q&A Forum will be attributable only to the respondent, and shall not be
deemed to be answers from any of the Depositor, the Underwriters or any of their respective Affiliates. None of the Underwriters,
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee 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


  



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ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications
that are not submitted via the Certificate Administrator’s Website.


 


(b)           
The Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged
Person, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate
Administrator’s Website, where Certificateholders and Certificate Owners that are Privileged Persons can register and thereafter
obtain information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering
to use the Investor Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and a Privileged
Person and (b) it grants authorization to the Certificate Administrator to make its name and contact information available
on the Investor Registry for at least forty-five (45) days from the date of such certification to persons entitled to access
to the Investor Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name,
the company name and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned.
If any Certificateholder or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor
Registry (which notice may not be within forty-five (45) days of its registration), the Certificate Administrator shall promptly
remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information
submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate
Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.


 


(c)            
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request
Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5
Information Provider’s Website, where NRSROs may (i) submit questions to the Certificate Administrator relating to any
Distribution Date Statements, or submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the
reports prepared by such parties (each such submission, a “Rating Agency Inquiry”), and (ii) view Rating
Agency Inquiries that have been previously submitted and answered, together with the responses thereto. In addition, NRSROs may
use the forum to submit requests (each such submission also, a “Rating Agency Inquiry”) to the Master Servicer
for loan-level reports and other related information. Upon receipt of a Rating Agency Inquiry for the Master Servicer or the
Special Servicer, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person (in the
case of the Master Servicer to the following: AskMidland@midlandls.com, in each case within a commercially reasonable period of
time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Master
Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below,
shall reply by email to the Certificate Administrator. The 17g-5 Information Provider shall post (within a commercially reasonable
period of time following receipt of such response) such Rating Agency Inquiry with the related response thereto (or such reports,
as applicable) to the Rating Agency Q&A Forum and Document Request Tool. Any reports posted by the 17g-5 Information Provider
in response to an inquiry may be posted on a separate website or web page accessible by a link on the 17g-5 Information Provider’s
Website. If the Certificate Administrator, the Master Servicer or the Special Servicer determines, in its respective sole discretion,
that (i) answering any Rating Agency Inquiry would be in violation of applicable law,


 






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the
Servicing Standard, this Agreement or any Mortgage Loan documents, (ii) answering any Rating Agency Inquiry would or is reasonably
expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product, or (iii) (A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator,
the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith,
in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is
beyond the scope of its duties in its capacity as Certificate Administrator, Master Servicer or Special Servicer, as applicable,
under this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
will not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum
and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other person.
None of the Underwriters, the Depositor, or any of their respective Affiliates will certify to any of the information posted in
the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the
content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information
Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its
sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not
reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


Section 4.08      
Secure Data Room.      (a)  The Certificate Administrator shall create a Secure Data Room and the Depositor
shall, upon the receipt of each Mortgage Loan Seller’s Diligence File Certification and within 120 days following the Closing
Date, deliver to the Certificate Administrator an electronic copy of the Diligence Files for the Mortgage Loans that have been
uploaded by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the Certificate Administrator shall promptly
upload the contents of each Diligence File actually received by it to the Secure Data Room. Access to the Secure Data Room shall
be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the
direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate
Administrator of a certification substantially in the form of Exhibit RR hereto (which shall be sent via email to
trustadministrationgroup@wellsfargo.com or submitted electronically via the Certificate Administrator’s website). In no
case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate
Administrator shall be under no obligation to post any documents or information to the Secure Data Room other than the contents
of the Diligence Files initially delivered to it by the Depositor.


 


(b)           
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the


 






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transaction
or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate
Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the
contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room.
In the event that any document or information is posted in error, the Certificate Administrator may remove such document or information
from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies
of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be
responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the
Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful
misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis
and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties
and responsibilities under this Agreement.


 


(c)            
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate
Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided
that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data
Room. Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be permitted
to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce
or retrieve such deleted files.


 


[End of Article IV]


 


Article V



THE CERTIFICATES


 


Section 5.01      
The Certificates. (a)  The Certificates will be substantially in the respective forms annexed hereto as
Exhibits A-1 through and including A-11, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar,
be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers
or other marks of identification and such legends or endorsements placed thereon as may be required by law, or as may, consistently
herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof. The Class X
Certificates will be issuable only in minimum Denominations of authorized initial Notional Amount of not less than $1,000,000 and
in integral multiples of $1.00 in excess thereof.


 






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The
Offered Certificates (other than the Class X-A and Class X-B Certificates) will be issuable only in minimum Denominations
of authorized initial Certificate Balance of not less than $10,000, and in integral multiples of $1.00 in excess thereof. The
Class VRR Interest Certificates will be issuable in one or more Definitive Certificates, in minimum denominations of authorized
Certificate Balance of not less than $10,000, and multiples of $l in excess thereof (or such lesser amount if the Certificate
Balance is not a multiple of $1). The Non-Registered Certificates (other than the Class R Certificates) will be issuable
in minimum Denominations of authorized initial Certificate Balance of not less than $100,000, and in integral multiples of $1.00
in excess thereof. If the Original Certificate Balance or initial Notional Amount, as applicable, of any Class does not equal
an integral multiple of $1.00, then a single additional Certificate of such Class may be issued in a minimum denomination of authorized
initial Certificate Balance or initial Notional Amount, as applicable, that includes the excess of (i) the Original Certificate
Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple of $1.00 that does
not exceed such amount. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests
of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof.


 


(b)           
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If
an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns
the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of
the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The
signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02      
Form and Registration. No transfer of any Non-Registered Certificate shall be made unless that transfer is made
pursuant to an effective registration statement under the Securities Act, and effective registration or qualification under applicable
state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other
than one by the Depositor to an Affiliate thereof) is to be made in reliance upon an exemption from the Securities Act, and under
the applicable state securities laws, then either:


 


(a)            
[Reserved].


 


(b)           
[Reserved].


 


(c)            
Certificates of each Class of Non-Registered Certificates that are initially offered and sold to investors that are
Institutional Accredited Investors that are not Qualified Institutional Buyers (together with the Class R Certificates and the
VRR Interest, the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially
in the applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees
by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates (other than the VRR Interest)
to the respective beneficial owners or owners. For the avoidance of doubt, the Class R Certificates and the VRR Interest shall
only be in the form of Definitive Certificates, and the VRR Interest shall be issued in the form of Definitive Certificates at
all times during the Transfer Restriction Period.


 






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(d)           
Owners of beneficial interests in Book-Entry Certificates of any Class shall not be entitled to receive physical delivery
of certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Book-Entry Certificates
of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depository are unable to locate a qualified
successor within ninety (90) days of such notice or (ii) the Trustee has instituted or has been directed to institute any
judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection
with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such
Class. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect
to any Certificates of a Class that are in the form of Book-Entry Certificates and upon surrender by the Depository of any
Book-Entry Certificate of such Class and receipt from the Depository of instructions for re-registration, the Certificate
Registrar shall issue Certificates of such Class in the form of Definitive Certificates, and thereafter the Certificate Registrar
shall recognize the Holders of such Definitive Certificates as Certificateholders under this Agreement. Unless and until Definitive
Certificates are issued in respect of a Class of Book-Entry Certificates, beneficial ownership interests in such Class of Certificates
will be maintained and transferred on the book entry records of the Depository and Depository Participants, and all references
to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon instructions received from
the related registered Holders of Certificates through the Depository Participants in accordance with the Depository’s procedures
and, except as otherwise set forth herein, all references herein to payments, notices, reports and statements to Holders of such
Class of Certificates will refer to payments, notices, reports and statements to the Depository or its nominee as the registered
Holder thereof, for distribution to the related registered Holders of Certificates through the Depository Participants in accordance
with the Depository’s procedures.


 


(e)            
During the Transfer Restriction Period, the VRR Interest shall only be held as Definitive Certificates in the Retained Interest
Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective interest shall be tracked in
the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest Safekeeping Account),
for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Certificate evidencing
the VRR Interest in safekeeping and shall release the same only upon receipt of written instructions from the holder of the VRR
Interest and the Retaining Sponsor, and in accordance with any authentication procedures as may be utilized by the Certificate
Administrator and in accordance with this Agreement. There shall be, and hereby is, established by the Certificate Administrator
an account which will be designated the “Retained Interest Safekeeping Account” and into which the VRR Interest shall
be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate
Administrator may establish any number of subaccounts to the Retained Interest Safekeeping Account for each Retaining Party. The
VRR Interest to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. No amounts
distributable to the VRR Interest shall be remitted to the Retained Interest Safekeeping Account, but shall be remitted directly
to each Retaining Party in accordance with written instructions provided separately by each Retaining Party to the Certificate
Administrator. Under no circumstances by virtue of safekeeping the VRR Interest shall the Certificate Administrator be obligated
to bring legal action or institute proceedings against any person on behalf of the


 






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Retaining
Parties. During the Transfer Restriction Period and for such longer time as the Retaining Parties may request, the Certificate
Administrator shall hold the Definitive Certificate representing the VRR Interest at the below location, or any other location;
provided the Certificate Administrator has given notice to the Retaining Party of such new location:


 


Wells Fargo Bank NA

Attn: Security Control and Transfer (SCAT) - MAC N9345-010

425 E Hennepin Avenue

Minneapolis, MN 55414


 


On the Closing Date,
the Certificate Administrator shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Retaining Parties
substantially in the form of Exhibit TT to this Agreement evidencing its receipt of the VRR Interest.


 


The Certificate Administrator
shall make available to each Retaining Party its respective account information as mutually agreed upon by the Certificate Administrator
and the applicable Retaining Party, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer
of a Class VRR Interest Certificate shall be subject to this Section 5.02(e). During the Transfer Restriction Period, unless
the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator shall not permit any Person
to copy (other than for internal purposes), and shall not itself provide to any Person copies of, the executed Certificates held
by it in the Retained Interest Safekeeping Account.


 


Section 5.03      
Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or
cause to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such
reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and
of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and accepting Certificates for exchange and registration of transfer, holding the VRR Interest as Definitive
Certificates on behalf of each Holder of such Class and (iii) transmitting to the Depositor, the Master Servicer and the Special
Servicer any notices from the Certificateholders. No fee or service charge shall be imposed by the Certificate Registrar for its
services in respect of any registration of Transfer or exchange of any Certificate (other than Definitive Certificates) referred
to in this Section 5.03.


 


(b)           
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer
of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee
or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)            
[Reserved].


 


(d)           
[Reserved].


 


(e)            
[Reserved].


 






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(f)            
[Reserved].


 


(g)           
Non-Book Entry Certificate to Book-Entry Certificate. If a holder of a Non-Book Entry Certificate (other
than (a) a Class R Certificate or (b) any Certificate representing the VRR Interest during the Transfer Restriction Period)
wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Book-Entry Certificate
of the same Class, or to transfer all or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery
thereof in the form of an interest in a Book-Entry Certificate, such holder may, subject to the rules and procedures of Euroclear
or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for
an equivalent beneficial interest in the appropriate Book-Entry Certificate of the same Class. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.07 hereof, of (1) such Non-Book Entry Certificate,
duly endorsed as provided herein, and (2) instructions from such holder directing the Certificate Registrar, as registrar,
to credit, or cause to be credited, a beneficial interest in the applicable Book-Entry Certificate equal to the portion of
the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding
the participant account with the Depository to be credited with such increase, then the Certificate Registrar, as registrar, shall
cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, shall, if applicable, execute, authenticate
and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained
by such transferor and shall instruct the Depository to increase, or cause to be increased, such Book-Entry Certificate by
the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause
to be credited, to the account of the Person specified in such instructions a beneficial interest in the applicable Book-Entry
Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled. Upon the written
direction of the Depositor (which may be by email to cts.cmbs.bond.admin@wellsfargo.com) or its Affiliate, the Certificate Registrar
shall execute any instrument as may be reasonably required by the Depository to effect such exchange.


 


(h)           
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if
and when permitted by Section 5.02(d), and subject to the issuance and transfer of the Retained Certificates during
the Transfer Restriction Period in accordance with Section 5.03(i), no Non-Book Entry Certificate shall be issued
to a transferee of a Non-Book Entry Certificate (or any portion thereof).


 


(i)             
Transfers of VRR Interest. At all times during the Transfer Restriction Period, if a Transfer of any Retained Certificate
after the Closing Date is to be made, then, upon receipt of: (i) a certification from such Certificateholder’s prospective
Transferee substantially in the form attached hereto as Exhibit D-3, which such certification must be countersigned
by the Retaining Sponsor, (ii) a certification from the Certificateholder desiring to effect such transfer substantially in the
form attached hereto as Exhibit D-4, which such certification must be countersigned by the Retaining Sponsor, (iii)
a W-9 completed by the Transferee and (iv) wire instructions and contact information of the Transferee, the Certificate Administrator
(which may conclusively rely upon such certifications) shall instruct the Certificate Registrar to register such Transfer.  Upon
receipt of the Certificate Administrator’s instruction, the Certificate Registrar shall, subject to Section 5.02(e)
and Section 5.03(a), register the Transfer of the Retained


 






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Certificate
and reflect such Retained Certificate in the name of the prospective Transferee and shall deliver written confirmation substantially
in the form of Exhibit TT to this Agreement. The Certificate Registrar shall not register a Transfer of any Retained Certificate
after the Closing Date during the Transfer Restriction Period unless it is so instructed by the Certificate Administrator. After
the termination of the Transfer Restriction Period, if a transfer of the Retained Certificates is to be made and the Retained
Certificates are in the Retained Interest Safekeeping Account, then upon receipt of: (i) a certification from such Certificateholder’s
prospective Transferee substantially in the form attached hereto as Exhibit D-3, which such certification must
be countersigned by the Retaining Sponsor and (ii) a certification from the Certificateholder desiring to effect such transfer
substantially in the form attached hereto as Exhibit D-4, which such certification must be countersigned by the Retaining
Sponsor, the Certificate Administrator (which may conclusively rely upon such certifications) shall instruct the Certificate Registrar
to register such Transfer, and upon receipt of the Certificate Administrator’s instruction, the Certificate Registrar shall
register the Transfer of the Retained Certificate and reflect such Retained Certificate in the name of the prospective Transferee.
After the termination of the Transfer Restriction Period, if a transfer of the Retained Certificates is to be made and the Retained
Certificates are in the Retained Interest Safekeeping Account, the Certificate Registrar shall not register a Transfer of any
Retained Certificate unless it is so instructed by the Certificate Administrator. For the avoidance of doubt, in no event shall
a Retained Certificate be held as a Book-Entry Certificate during the Transfer Restriction Period. After the Transfer Restriction
Period, the Retained Certificates may be transferred subject to the restrictions on transfer set forth in this Article V.
Any transfer of an interest in the Retained Certificates that is not in compliance with this Section 5.03 shall be
null and void ab initio to the extent permitted under applicable law.


 


(j)             
[Reserved].


 


(k)           
[Reserved].


 


(l)             
If Non-Registered Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive
legend relating to compliance with the Act, or if a request is made to remove such legend on Certificates, the Non-Registered
Certificates so issued shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there
is delivered to the Certificate Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such
legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions
of Rule 144A under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and
deliver Certificates that do not bear such legend.


 


(m)         
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the
Certificate Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)           
With respect to the ERISA Restricted Certificates, no sale, transfer, pledge or other disposition (other than with respect
to the VRR Interest, the Retaining Parties) of any such Certificate shall be made unless the Trustee and Certificate Administrator
shall have received either (i) a representation letter from the proposed purchaser or transferee of such


 






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Certificate
substantially in the form of Exhibit F-1 attached hereto, to the effect that such proposed purchaser or transferee
is not (A) an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or a plan subject to Section 4975
of the Code, or a governmental plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal, state or
local law (“Similar Law”) which is, to a material extent, similar to the foregoing provisions of ERISA or the
Code (each, a “Plan”) or (B) a person acting on behalf of or using the assets of any such Plan (including
an entity whose underlying assets include Plan assets by reason of investment in the entity by such Plan and the application of
Department of Labor Regulation § 2510.3-101, as modified by Section 3(42) of ERISA), other than an insurance
company using the assets of its general account under circumstances whereby the purchase and holding of such Certificates by such
insurance company will be exempt from the prohibited transaction provisions of ERISA and the Code under Sections I and III
of Prohibited Transaction Class Exemption 95-60 (or, in the case of a Plan subject to Similar Law, where the purchase,
holding and disposition of the Certificate by such Plan will not constitute or result in a non-exempt violation of applicable
Similar Law) or (ii) if such Certificate which may be held only by a person not described in clauses (A) or (B)
above, is presented for registration in the name of a purchaser or transferee that is any of the foregoing, an Opinion of
Counsel in form and substance satisfactory to the Trustee, the Certificate Administrator and the Depositor to the effect that
the acquisition and holding of such Certificate by such purchaser or transferee will not constitute or result in a non-exempt
“prohibited transaction” within the meaning of ERISA or Section 4975 of the Code or a non-exempt violation of
any Similar Law, and will not subject the Trustee, the Certificate Administrator, the Certificate Registrar, the Master Servicer,
the Special Servicer, any sub-servicer, the Underwriters, the Asset Representations Reviewer or the Depositor to any obligation
or liability (including obligations or liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition
to those set forth in the Agreement. The Certificate Registrar shall not register the sale, transfer, pledge or other disposition
of any ERISA Restricted Certificate unless the Trustee and Certificate Administrator have received either the representation letter
described in clause (i) above or the Opinion of Counsel described in clause (ii) above. The costs of any
of the foregoing representation letters or Opinions of Counsel shall not be borne by any of the Depositor, the Master Servicer,
the Special Servicer, any sub-servicer, the Trustee, the Certificate Administrator, the Certificate Registrar, the Underwriters,
the Asset Representations Reviewer or the Trust. Each Certificate Owner of an ERISA Restricted Certificate shall be deemed to
represent that it is not a Person specified in clauses (i)(A) or (i)(B) above. Any transfer, sale, pledge or
other disposition of any ERISA Restricted Certificates that would constitute or result in a prohibited transaction under ERISA,
Section 4975 of the Code or any Similar Law, or would otherwise violate the provisions of this Section 5.03(n)
shall be deemed absolutely null and void ab initio, to the extent permitted under applicable law.


 


(o)           
No Class R Certificate may be purchased by or transferred to any prospective purchaser or transferee that is or will be
a Plan, or any person acting on behalf of a Plan or using the assets of a Plan (including an entity whose underlying assets include
Plan assets by reason of investment in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101,
as modified by Section 3(42) of ERISA) to purchase such Class R Certificate. Each prospective transferee of a Class R Certificate
shall deliver to the transferor and the Certificate Administrator a representation letter, substantially in the form of Exhibit F-2,
stating that the prospective transferee is not a Plan or a person acting on behalf of or using the


 






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assets
of a Plan. Each Holder of a Class R Certificate shall be deemed to represent that it is not and will not become a Person specified
in the second preceding sentence. Any attempted or purported transfer in violation of these transfer restrictions shall be null
and void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations
with respect to the applicable Certificates.


 


Each Person who has or
acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to
have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are
expressly subject to the following provisions:


 


(i)           
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or
hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is
not a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in
its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(o) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the
immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual
Ownership Interest as soon and as fully as possible.


 


(ii)          
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register,
without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer,
and such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an
affidavit in substantially the form attached as Exhibit D-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual
interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they
become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable
to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee
or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person
that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not
a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted
Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.03(o)
and (y) other than in connection with the initial issuance of a Class R


 






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Certificate,
require a statement from the proposed transferor substantially in the form attached as Exhibit D-2 (the “Transferor
Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the proposed transferee’s statements therein 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 sixty (60) days after a request for information from
the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar agrees to furnish to the Internal Revenue
Service and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e)
of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions
with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate
Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor
or to such agent referred to above; provided, however, that such Persons shall in no event be excused from furnishing
such information.


 


(p)          
The Class R Certificates may only be transferred to and owned by Qualified Institutional Buyers.


 


(q)         
Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding
requirements respecting payments to Certificateholders and other payees of interest or original issue discount that the Certificate
Administrator reasonably believes are applicable under the Code. The consent of Certificateholders or payees shall not be required
for such withholding, and the Certificateholders shall be required to provide the Certificate Administrator with such forms and
such other information reasonably required by the Certificate Administrator. If the Certificate Administrator does withhold any
amount from interest or original issue discount payments or advances thereof to any Certificateholder or payee pursuant to federal
withholding requirements, the Certificate Administrator shall indicate the amount withheld to such Person. Such amounts shall be
deemed to have been distributed to such Persons for all purposes of this Agreement.


 


(r)           
In addition, each purchaser of Certificates that is a Plan subject to ERISA or Section 4975 of the Code (an “ERISA
Plan”) or is acting on behalf of or using the assets of an ERISA Plan will be deemed to have represented and warranted
that (i) none of the Depositor, any of the Underwriters, the Trustee, the Certificate Administrator, the Trust Fund, the Master
Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special


 






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Servicer),
the Asset Representations Reviewer, or any of their respective affiliated entities, has provided any investment recommendation
or investment advice on which the ERISA Plan or the fiduciary making the investment decision for the ERISA Plan has relied in
connection with the decision to acquire any Certificates, and they are not acting as a fiduciary (within the meaning of Section
3(21) of ERISA or Section 4975(e)(3) of the Code) to the ERISA Plan in connection with the acquisition of any Certificates (unless
an applicable prohibited transaction exemption is available (all of the conditions of which are satisfied) to cover the purchase
or holding of the Certificates or the transaction is not otherwise prohibited) and (ii) the ERISA Plan fiduciary making the decision
to acquire the Certificates is exercising its own independent judgment in evaluating the investment in such Certificates.


 


Section 5.04      
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust. In connection with the issuance of any new
Certificate under this Section 5.04, the Certificate Registrar may require the payment of a sum sufficient to cover
any expenses (including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued
pursuant to this Section 5.04 shall constitute complete and indefeasible evidence of ownership in the Trust, as if
originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05      
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the
owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever,
and neither the Master 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, such party to this Agreement shall distribute such report, statement
or other information to such beneficial owner (or prospective transferee).


 


Section 5.06      
Access to List of Certificateholders’ Names and Addresses; Special Notices. (a) The Certificate Registrar
shall maintain in as current form as is reasonably practicable the most recent list available to it of the names and addresses
of the Certificateholders. If any Certificateholder that has provided an Investor Certification (i) requests in writing from
the Certificate Registrar a list of the names and addresses of Certificateholders, (ii) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (iii) provides a copy of the communication which Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, afford


 






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such
Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to a current list
of the Certificateholders related to the Class of Certificates held by such Certificateholder. Every Certificateholder, by receiving
and holding a Certificate, agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of
any such information as to the list of the Certificateholders hereunder, regardless of the source from which information was derived.
The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Depositor shall be entitled to a
list of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)           
(i)  The Certificate Administrator shall include in any Form 10-D any written request received in accordance
with Section 11.04(a) prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution
Date preceding such Distribution Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders
or Certificate Owners related to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement.
Any Form 10-D containing such disclosure (a “Special Notice”) regarding the request to communicate shall include
the following and no more than the following (a) the name of the Certificateholder or Certificate Owner making the request,
(b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received
such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders
or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method
other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


 


(ii)            
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) another document confirming
ownership of such Certificate (e.g., trade confirmation, account statement, or a letter from a broker-dealer). The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Additionally, any expenses the Certificate Administrator
incurs in connection with any request to communicate shall be paid by the Trust.


 


Section 5.07      
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or
offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices
and demands to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate
Registrar initially designates its office at 600 South 4th Street, 7th Floor, Minneapolis, Minnesota 55479-0113
as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders and the Mortgagors
of any change in the location of the Certificate Register or any such office or agency.


 






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Section 5.08      
Appointment of Certificate Administrator. (a)  Wells Fargo Bank, National Association is hereby initially
appointed Certificate Administrator in accordance with the terms of this Agreement. If the Certificate Administrator resigns or
is terminated, the Trustee shall appoint a successor certificate administrator which may be the Trustee or an Affiliate thereof
to fulfill the obligations of the Certificate Administrator hereunder which must satisfy the eligibility requirements set forth
in Section 8.06.


 


(b)           
The Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any resolution,
Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice,
request, consent, order, Appraisal, bond or other paper or document reasonably believed by it to be genuine and to have been signed
or presented by the proper party or parties.


 


(c)            
The Certificate Administrator, at the expense of the Trust (but only if such amount constitutes “unanticipated expenses
incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)), may consult with
counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect
of any action taken or suffered or omitted by it hereunder in good faith and in accordance therewith.


 


(d)           
The Certificate Administrator shall not be personally liable for any action reasonably taken, suffered or omitted by it
in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement.


 


(e)            
The Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder either directly
or by or through agents or attorneys; provided, however, that the appointment of such agents or attorneys shall not
relieve the Certificate Administrator of its duties or obligations hereunder.


 


(f)            
The Certificate Administrator shall not be responsible for any act or omission of the Trustee, the Master Servicer, the
Special Servicer or the Depositor.


 


Section 5.09      
[Reserved].


 


Section 5.10      
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Book-Entry Certificates and directly with registered Holders
by mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with the following
procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)            
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The notice
and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered Holders
of Definitive Certificates. In addition, the notice and related ballot shall be posted to the Certificate Administrator’s
Website.


 






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Notices
delivered in this manner shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice
and ballot.


 


(b)           
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes with an outstanding
Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a Holder has cast its
vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall be communicated by
the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has passed, votes may not
be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient portion of the
Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote without taking into
consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are subject to and shall
be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.


 


(c)            
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate
Administrator shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline.
Illegible or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall
not be counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results
of the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the
proposition and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.10(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 


(d)           
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall
be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or
answer questions other than process-related questions regarding the administration of the vote.


 


(e)            
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration
of the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 






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[End of Article V]


 


Article VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE ASSET REPRESENTATIONS REVIEWER AND THE RISK RETENTION CONSULTATION
PARTIES


 


Section 6.01      
Representations, Warranties and Covenants of the Master Servicer, Special Servicer and the Asset Representations Reviewer.
(a)  The Master Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit
of the Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Special Servicer
and the Asset Representations Reviewer, as of the Closing Date, that:


 


(i)           
The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws
of the United States of America, and the Master Servicer is in compliance with the laws of each State in which any Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


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


 


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


 


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


 


(v)         
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement


 






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will
not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation or demand of any federal,
state or local governmental or regulatory authority, which violation, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under
this Agreement or the financial condition of the Master Servicer;


 


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


 


(vii)        
The Master Servicer has errors and omissions insurance coverage that is in full force and effect or is self-insuring with
respect to such risks, which in either case complies with the requirements of Section 3.07(a) hereof; and


 


(viii)       
No consent, approval, authorization or order of, registration or filing with, or notice to, any governmental authority or
court is required under federal or state law for the execution, delivery and performance by the Master Servicer of, or compliance
by the Master Servicer with, this Agreement or the Master Servicer’s consummation of any transactions contemplated hereby,
other than (A) such consents, approvals, authorizations, orders, qualifications, registrations, filings or notices as have
been obtained, made or given prior to the actual performance by the Master Servicer of its obligations under this Agreement or
(B) where the lack of such consent, approval, authorization, order, qualification, registration, filing or notice would not
have a material adverse effect on the performance by the Master Servicer under this Agreement.


 


(b)         
The Special Servicer hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the
Certificateholders, each Serviced Companion Noteholder, the Depositor, the Certificate Administrator, the Master Servicer and the
Asset Representations Reviewer, as of the Closing Date, that:


 


(i)           
The Special Servicer is a national banking association, duly organized, validly existing and in good standing under the
laws of the United States of America, and the Special Servicer is in compliance with the laws of each State in which any Mortgaged
Property is located to the extent necessary to perform its obligations under this Agreement;


 


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


  



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materially
and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or its financial
condition;


 


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


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, insolvency, reorganization, receivership, 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 Special Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or
any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Special
Servicer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Special
Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


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


 


(vii)       
The Special Servicer has errors and omissions coverage which is in full force and effect or is self-insuring with respect
to such risks, which in either case complies with the requirements of Section 3.07 hereof; and


 


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


 


(c)         
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of
the Certificateholders, and to the Depositor, the


 






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Master
Servicer, the Special Servicer and the Certificate Administrator, as of the Closing Date, that:


 


(i)           
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing
under the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in
which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


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


 


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


 


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


 


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


 


(vi)        
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the
Asset Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in
the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to


 






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materially
and adversely affect the ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)       
The Asset Representations Reviewer has errors and omissions coverage which is in full force and effect or is self-insuring
with respect to such risks, which in either case complies with the requirements of Section 3.07(g) hereof; and


 


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


 


(ix)         
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(d)        
The representations and warranties set forth in paragraphs (a)-(c) above shall survive the execution and delivery
of this Agreement. Upon receipt of written notice or actual knowledge by any party to this Agreement (or upon written notice thereof
from any Certificateholder or any Companion Holder) of a breach of any of the representations and warranties set forth in this
Section which materially and adversely affects the interests of any party to this Agreement, the Certificateholders, the party
discovering such breach shall give prompt written notice to the other parties hereto and each certifying Certificateholder.


 


Section 6.02      
Liability of the Depositor, the Master Servicer, the Special Servicer and the Asset Representations Reviewer. The
Depositor, the Master Servicer, the Special Servicer and the Asset Representations Reviewer shall be liable in accordance herewith
only to the extent of the respective obligations specifically imposed upon and undertaken by, and no implied duties or obligations
may be asserted against, the Depositor, the Master Servicer, the Special Servicer and the Asset Representations Reviewer herein.


 


Section 6.03      
Merger, Consolidation or Conversion of the Depositor, the Master Servicer, the Special Servicer or the Asset Representations
Reviewer. (a)  Subject to subsection (b) below, the Depositor, the Master Servicer and the Special Servicer
each will keep in full effect its existence, rights and franchises as an entity under the laws of the jurisdiction of its incorporation
or organization, and each will obtain and preserve its qualification to do business as a foreign entity in each jurisdiction in
which qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the Certificates or
any of the Mortgage Loans or Companion Loans and to perform its respective duties under this Agreement.


 


(b)         
The Depositor, the Master Servicer, the Special Servicer and the Asset Representations Reviewer each may be merged or consolidated
with or into any Person, or


 






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transfer
all or substantially all of its assets (which may be limited to all or substantially all of its assets related to commercial mortgage
loan servicing or commercial mortgage surveillance, as the case may be, or, in the case of the Asset Representations Reviewer,
may be limited to all or substantially all of its assets related to acting as an asset representations reviewer for commercial
mortgage securitizations) to any Person, in which case any Person resulting from any merger or consolidation to which the Depositor,
the Master Servicer, the Special Servicer or the Asset Representations Reviewer shall be a party, or any Person succeeding to
the business of the Depositor, the Master Servicer, the Special Servicer, or the Asset Representations Reviewer, shall be the
successor of the Depositor, the Master Servicer, the Special Servicer or the Asset Representations Reviewer (such Person, in the
case of the Master Servicer or the Special Servicer, in each of the foregoing cases, the “Surviving Entity”),
as the case may be, hereunder, without the execution or filing of any paper (other than an assumption agreement wherein the successor
shall agree to perform the obligations of and serve as the Depositor, the Master Servicer, the Special Servicer or the Asset Representations
Reviewer, as the case may be, in accordance with the terms of this Agreement) or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that with respect to such merger, consolidation
or succession, Rating Agency Confirmation is received from each Rating Agency with respect to the Classes of Certificates and,
with respect to any class of Serviced Companion Loan Securities, a confirmation is received from each applicable rating agency
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates as described in Section 3.25); provided, further, that if
the Master Servicer, the Special Servicer or the Asset Representations Reviewer enters into a merger and the Master Servicer,
the Special Servicer or the Asset Representations Reviewer, as applicable, is the surviving entity under applicable law, the Master
Servicer, the Special Servicer or the Asset Representations Reviewer, as applicable, shall not, as a result of the merger, be
required to provide a Rating Agency Confirmation with respect to ratings of the Classes of Certificates or, with respect to any
class of Serviced Companion Loan Securities, a confirmation of the rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings; provided, further, that for so long as the Trust, and,
with respect to any Companion Loan included as part of the trust in a related Other Securitization, is subject to the reporting
requirements of the Exchange Act, if the Master Servicer, the Special Servicer or the Asset Representations Reviewer notifies
the Depositor in writing (a “Merger Notice”) of any such merger, consolidation, conversion or other change
in form, and the Depositor or the depositor in such Other Securitization, as the case may be, notifies the Master Servicer, the
Special Servicer or the Asset Representations Reviewer, as applicable, in writing that the Depositor or the depositor in such
Other Securitization, as the case may be, has discovered that such successor entity has not complied with its Exchange Act reporting
obligations under any other commercial mortgage loan securitization (and specifically identifying the instance of noncompliance),
then it shall be an additional condition to such succession that the Depositor or the depositor in such Other Securitization,
as the case may be, shall have consented (which consent shall not be unreasonably withheld or delayed) to such successor entity.
Notwithstanding the foregoing, no Master Servicer, Special Servicer or Asset Representations Reviewer may remain the Master Servicer,
Special Servicer or the Asset Representations Reviewer, as applicable, under this Agreement after (x) being merged or consolidated
with or


 






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into any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person
if such Person is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer or the Asset Representations
Reviewer, as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues to be in
compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation
or transfer, which consent shall not be unreasonably withheld. If, within sixty (60) days following the date of delivery of the
Merger Notice to the Depositor or the depositor in such Other Securitization, as the case may be, the Depositor or depositor in
such Other Securitization, as the case may be, shall have failed to notify the Master Servicer or the Special Servicer, as applicable,
in writing of the Depositor’s determination, or depositor’s determination, in the case of an Other Securitization,
to grant or withhold such consent, such failure shall be deemed to constitute a grant of such consent. If the conditions to the
provisions in the second preceding sentence are not met, the Trustee may terminate, and if the conditions set forth in the third
proviso of the second preceding sentence are not met the Trustee shall terminate, the applicable Surviving Entity’s servicing
of the Mortgage Loans pursuant hereto, such termination to be effected in the manner set forth in Section 13.01.


 


(i)            
The Asset Representations Reviewer shall keep in full effect its existence and rights as an entity under the laws of the
jurisdiction of its organization, and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform
its duties under this Agreement.


 


(ii)            
Any Person into which the Asset Representations Reviewer may be merged or consolidated, or any Person resulting from any
merger or consolidation to which the Asset Representations Reviewer shall be a party, or any Person succeeding to the business
of the Asset Representations Reviewer, shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed
to have assumed all of the liabilities and obligations of such Asset Representations Reviewer hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding;
provided, however, that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving
Person.


 


Section 6.04      
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer
and Others. (a)  None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent),
the Special Servicer, the Asset Representations Reviewer or any of the partners, directors, officers, shareholders, members, managers,
employees or agents of any of the foregoing shall be under any liability to the Trust, the Certificateholders or the Companion
Holders for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors
in judgment; provided, however, that (i) this provision shall not protect the Depositor, the Master Servicer
(including in its capacity as Companion Paying Agent), the Special Servicer, the Asset Representations Reviewer or any such Person
against any breach of warranties or representations made by it herein or any liability which would otherwise be imposed by reason
of willful misconduct, bad faith or negligence in the performance of such party’s obligations or duties or by reason of negligent
disregard of such party’s obligations and duties hereunder. The Depositor, the Master Servicer (including in its capacity
as Companion Paying Agent), the


 






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Special
Servicer, the Asset Representations Reviewer and any partner, director, officer, shareholder, member, manager, employee or agent
of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer or the Asset
Representations Reviewer may rely on any document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. The Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer, the Asset Representations Reviewer and any partner, director, officer, shareholder, member,
manager, employee or agent of any of the foregoing shall be indemnified and held harmless by the Trust against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees,
including any costs of enforcement, and expenses incurred in connection with any legal or administrative action (whether in equity
or at law) or claim relating to this Agreement, the Mortgage Loans, the Companion Loans or the Certificates, other than any loss,
liability or expense: (i) specifically required to be borne thereby pursuant to the terms hereof; (ii) incurred in connection
with any breach of a representation or warranty made by it herein; (iii) incurred by reason of bad faith, willful misconduct
or negligence in the performance of its obligations or duties hereunder, or by reason of negligent disregard of such obligations
or duties; or (iv) in the case of the Depositor and any of its partners, directors, officers, shareholders, members, managers,
employees and agents, incurred in connection with any violation by any of them of any state or federal securities law. In addition,
absent actual fraud (as determined by a final non-appealable court order), neither the Trustee nor the Certificate Administrator
shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including but not limited
to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such loss or damage
and regardless of the form of action. Each of the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer and the Asset Representations Reviewer conclusively may rely on, and shall be protected in acting or refraining from
acting upon, any resolution, officer’s certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, financial statement, agreement, appraisal, bond or other document (in electronic
or paper format) as contemplated by and in accordance with this Agreement and reasonably believed or in good faith believed by
the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer or the Asset Representations Reviewer
to be genuine and to have been signed or presented by the proper party or parties and each of them may consult with counsel, in
which case any written advice of counsel or Opinion of Counsel shall be full and complete authorization and protection with respect
to any action taken or suffered or omitted by it hereunder in good faith and in accordance with such advice or Opinion of Counsel.


 


(b)           
None of the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer and
the Asset Representations Reviewer shall be under any obligation to appear in, prosecute or defend any legal or administrative
action (whether in equity or at law), proceeding, hearing or examination that is not incidental to its respective duties under
this Agreement or which in its opinion may involve it in any expense or liability not recoverable from the Trust; provided,
however, that each of the Depositor, the Master Servicer, the Special Servicer or the Asset Representations Reviewer may
in its discretion undertake any such action, proceeding, hearing or examination that it may deem necessary or desirable in respect
to this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders (and, in the case
of any Serviced Whole Loan, the rights of the


 






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Certificateholders
and the holders of a Serviced Companion Loan (as a collective whole) taking into account the subordinate or pari passu
nature of such Serviced Companion Loan); provided, however, that if a Serviced Whole Loan and/or the holder of any
related Companion Loan are involved, such expenses, costs and liabilities will be payable out of funds related to the applicable
Serviced Whole Loan in accordance with the related Intercreditor Agreement and will also be payable out of the other funds in
the Collection Account if amounts on deposit with respect to such Serviced Whole Loan are insufficient therefor. If any such expenses,
costs or liabilities relate to a Mortgage Loan or Companion Loan, then any subsequent recovery on that Mortgage Loan or Companion
Loan, as applicable, will be used to reimburse the Trust for any amounts advanced for the payment of such expenses, costs or liabilities.
In such event, the legal expenses and costs of such action, proceeding, hearing or examination and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust, and the Depositor, the Master Servicer (including in its capacity as Companion
Paying Agent), the Special Servicer and the Asset Representations Reviewer shall be entitled to be reimbursed therefor out of
amounts attributable to the Mortgage Loans or the Companion Loan on deposit in the Collection Account (including, without duplication,
any subaccount thereof), as provided by Section 3.05(a)(xii).


 


(c)            
Each of the Master Servicer and the Special Servicer, as applicable, agrees to indemnify the Depositor, the Trustee, the
related Serviced Companion Noteholder, the Certificate Administrator, the Asset Representations Reviewer, the Master Servicer (including
in its capacity as Companion Paying Agent) (in the case of the Special Servicer), the Special Servicer (in the case of the Master
Servicer) and the Trust and any partner, director, officer, shareholder, member, manager, employee or agent thereof, and hold them
harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, liabilities, fees, including any costs of enforcement, and expenses that any of them may sustain
arising from or as a result of any willful misconduct, bad faith or negligence of the Master Servicer or the Special Servicer,
as the case may be, in the performance of its obligations and duties under this Agreement or by reason of negligent disregard by
the Master Servicer or the Special Servicer, as the case may be, of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein by the Master Servicer or the Special Servicer, as applicable. The Depositor,
the Trustee, the Certificate Administrator or the Asset Representations Reviewer, as the case may be, shall immediately notify
the Master Servicer or the Special Servicer, as applicable, if a claim is made by a third party with respect to this Agreement
or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Master Servicer or the Special Servicer,
as the case may be, shall assume the defense of such claim (with counsel reasonably satisfactory to the Trustee, the Certificate
Administrator, Asset Representations Reviewer or the Depositor, as applicable) and pay all expenses in connection therewith, including
counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect
of such claim. Any failure to so notify the Master Servicer or the Special Servicer, as the case may be, shall not affect any rights
any of the foregoing Persons may have to indemnification under this Agreement or otherwise, unless the Master Servicer’s
or the Special Servicer’s, as the case may be, defense of such claim is materially prejudiced thereby.


 


(d)           
Each of the Trustee and the Certificate Administrator (including in its role as Custodian), respectively agrees to indemnify
the Depositor, the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer, the Certificate
Administrator (in


 






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the
case of the Trustee), the Trustee (in the case of the Certificate Administrator), the Asset Representations Reviewer and the Trust
and any partner, director, officer, shareholder, member, manager employee or agent thereof, and hold them harmless, from and against
any and all claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
liabilities, fees, including any costs of enforcement, and expenses that any of them may sustain arising from or as a result of
any willful misconduct, bad faith or negligence of the Trustee or the Certificate Administrator, respectively, in the performance
of its obligations and duties under this Agreement or by reason of negligent disregard by the Trustee or the Certificate Administrator,
respectively, of its duties and obligations hereunder or by reason of breach of any representations or warranties made herein;
provided that such indemnity shall not cover indirect or consequential damages. The Depositor, the Master Servicer, the
Special Servicer or the Asset Representations Reviewer, as the case may be, shall immediately notify the Trustee and the Certificate
Administrator, respectively, if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling
the Trust to indemnification hereunder, whereupon the Trustee or the Certificate Administrator shall assume the defense of such
claim (with counsel reasonably satisfactory to the Depositor, the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer or the Asset Representations Reviewer) and pay all expenses in connection therewith, including counsel
fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such
claim. Any failure to so notify the Trustee or the Certificate Administrator shall not affect any rights any of the foregoing
Persons may have to indemnification under this Agreement or otherwise, unless the Trustee’s or the Certificate Administrator’s
defense of such claim is materially prejudiced thereby.


 


(e)            
The Depositor agrees to indemnify the Master Servicer (including in its capacity as Companion Paying Agent), the Special
Servicer, the Trustee, the Certificate Administrator, the Asset Representations Reviewer and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees,
including any costs of enforcement, and expenses that any of them may sustain arising from or as a result of any willful misconduct,
bad faith or negligence of the Depositor, in the performance of its obligations and duties under this Agreement or by reason of
negligent disregard by the Depositor of its duties and obligations hereunder or by reason of breach of any representations or warranties
made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Asset Representations Reviewer, as the case may be, shall immediately
notify the Depositor if a claim is made by a third party with respect to this Agreement, whereupon the Depositor shall assume the
defense of such claim (with counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying
Agent) or the Special Servicer) and pay all expenses in connection therewith, including counsel fees, and promptly pay, discharge
and satisfy any judgment or decree which may be entered against it or them in respect of such claim. Any failure to so notify the
Depositor shall not affect any rights any of the foregoing Persons may have to indemnification under this Agreement or otherwise,
unless the Depositor’s defense of such claim is materially prejudiced thereby.


 


(f)            
[Reserved].


 






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(g)           
[Reserved].


 


(h)           
The Asset Representations Reviewer agrees to indemnify the Master Servicer (including in its capacity as Companion Paying
Agent), the Special Servicer, the Trustee, the Certificate Administrator, the Depositor and the Trust and any partner, director,
officer, shareholder, member, manager, employee or agent thereof, and hold them harmless, from and against any and all claims,
losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, liabilities, fees
and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or negligence of the
Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by reason of negligent
disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach of any representations
or warranties made herein; provided that such indemnity shall not cover indirect or consequential damages. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Depositor, as the case may be, shall immediately notify
the Asset Representations Reviewer if a claim is made by a third party with respect to this Agreement or the Mortgage Loans entitling
the Trust to indemnification hereunder, whereupon the Asset Representations Reviewer shall assume the defense of such claim (with
counsel reasonably satisfactory to the Master Servicer (including in its capacity as Companion Paying Agent), the Special Servicer,
the Trustee, the Certificate Administrator or the Depositor) and pay all expenses in connection therewith, including counsel fees,
and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them in respect of such claim.
Any failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing Persons may have to
indemnification under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially
prejudiced thereby.


 


(i)             
The applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Certificate Administrator,
Non-Serviced Operating Advisor, Non-Serviced Asset Representations Reviewer, Non-Serviced Depositor and Non-Serviced Trustee,
and any of their respective partners, directors, officers, shareholders, members, managers, employees or agents and the applicable
Non-Serviced Trust (collectively, the “Non-Serviced Indemnified Parties”), shall be indemnified by the Trust
and held harmless against the Trust’s pro rata share (subject to the applicable Non-Serviced Intercreditor Agreement)
of any and all claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any other costs, liabilities,
fees and expenses incurred in connection with the servicing and administration of a Non-Serviced Mortgage Loan and the related
Non-Serviced Mortgaged Property (or with respect to the Non-Serviced Operating Advisor and/or Non-Serviced Asset Representations
Reviewer, incurred in connection with the provision of services for such Non-Serviced Mortgage Loan) under the applicable Non-Serviced
PSA (as and to the same extent the applicable Non-Serviced Trust is required to indemnify such parties in respect of other mortgage
loans in the applicable Non-Serviced Trust pursuant to the terms of the related Non-Serviced PSA and, in the case of the applicable
Non-Serviced Trust, to the extent of any additional trust fund expenses with respect to the related Non-Serviced Whole Loan under
the related Non-Serviced PSA).


 


The indemnification provided
herein shall survive the termination of this Agreement and the termination or resignation of the Master Servicer (including in
its capacity as Companion Paying Agent), the Special Servicer, the Trustee or the Certificate Administrator.


 






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Section 6.05      
Depositor, Master Servicer and Special Servicer Not to Resign. Subject to the provisions of Section 6.03,
neither the Master Servicer nor the Special Servicer shall resign from their respective obligations and duties hereby imposed on
each of them except (a) upon determination that such party’s duties hereunder are no longer permissible under applicable
law, or (b) in the case of the Master Servicer or the Special Servicer, upon the appointment of, and the acceptance of such
appointment by, a successor master servicer or special servicer, as applicable, and receipt by the Certificate Administrator and
the Trustee of Rating Agency Confirmation from each Rating Agency and a confirmation of any applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any class of Serviced Companion
Loan Securities (if any) (provided that such rating agency confirmation may be considered satisfied in the same manner as
any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25).
Any such determination permitting the resignation of the Master Servicer or the Special Servicer pursuant to clause (a)
above shall be evidenced by an Opinion of Counsel (at the expense of the resigning party) to such effect delivered to the Trustee.
No such resignation by the Master Servicer or the Special Servicer shall become effective until the Trustee or a successor master
servicer or successor special servicer, as applicable, shall have assumed the Master Servicer’s or Special Servicer’s,
as applicable, responsibilities and obligations in accordance with Section 7.02 and no such resignation by the Master
Servicer or the Special Servicer shall become effective until the Certificate Administrator shall have filed any required Form
8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related
Companion Loan. Upon any termination (as described in Section 7.01(c)) or resignation of the Master Servicer or the
Special Servicer, pursuant to this Section 6.05, the Master Servicer or the Special Servicer, as applicable, shall
have the right and opportunity to appoint any successor master servicer or special servicer with respect to this Section 6.05;
provided that, such successor master servicer or special servicer shall not be the Asset Representations Reviewer or one
of their respective Affiliates and such approval not to be unreasonably withheld. The resigning party 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 6.05. Except as provided in Section 7.01(c), in no event shall the Master Servicer
or the Special Servicer have the right to appoint any successor master servicer or special servicer if such Master Servicer or
Special Servicer, as applicable, is terminated or removed pursuant to Section 7.01.


 


Section 6.06      
Rights of the Depositor in Respect of the Master Servicer and the Special Servicer. The Depositor may, but is not
obligated to, enforce the obligations of the Master Servicer and the Special Servicer hereunder and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of the Master Servicer and the Special Servicer hereunder or
exercise the rights of the Master Servicer or the Special Servicer, as applicable, hereunder; provided, however,
that the Master Servicer and the Special Servicer shall not be relieved of any of their respective obligations hereunder by virtue
of such performance by the Depositor or its designee. The Depositor shall not have any responsibility or liability for any action
or failure to act by the Master Servicer or the Special Servicer and is not obligated to supervise the performance of the Trustee,
the Master Servicer or the Special Servicer under this Agreement or otherwise.


 






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Section 6.07      
The Master Servicer and the Special Servicer as Certificate Owner. The Master Servicer, the Special Servicer or any
Affiliate thereof may become the Holder of (or, in the case of a Book-Entry Certificate, Certificate Owner with respect to)
any Certificate with (except as otherwise set forth in the definition of “Certificateholder”) the same rights
it would have if it were not the Master Servicer, the Special Servicer or an Affiliate thereof.


 


Section 6.08      
The Risk Retention Consultation Parties. (a) Other than with respect to any Serviced AB Whole Loan for which
the related holder of an AB Subordinate Companion Loan is not subject to an AB Control Appraisal Period, the Risk Retention Consultation
Parties shall be entitled to advise on a non-binding basis (1) the Special Servicer with respect to all Major Decisions for
Specially Serviced Loans (other than any Excluded Loan or Servicing Shift Mortgage Loan) and (2) the Special Servicer with
respect to all Non-Specially Serviced Loans (other than any Excluded Loan or Servicing Shift Mortgage Loan), as to all Major Decisions
for all Mortgage Loans that are not Specially Serviced Loans (other than any Excluded Loan) and notwithstanding anything herein
to the contrary, except as set forth in, and in any event subject to this Section 6.08, the Master Servicer and the
Special Servicer shall not be permitted to take (A) with respect to any Serviced AB Whole Loan, prior to the occurrence and continuance
of an AB Control Appraisal Period, any “major decision” (as defined in the related Intercreditor Agreement) unless
the consent of the related AB Whole Loan Controlling Holder has been obtained by the Special Servicer or (B) any of the following
actions (each, a “Major Decision”) without first consulting, on a non-binding basis with the Risk Retention
Consultation Parties 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) a proposed course of action recommended and (III) all information
reasonably requested by the Risk Retention Consultation Parties, and in the Special Servicer’s possession in order to facilitate
such consultation, which report may (in the sole discretion of the Special Servicer) take the form of an Asset Status Report (the
“Major Decision Reporting Package”) (provided that if the Risk Retention Consultation Parties have not
responded within ten (10) Business Days of receipt of the Major Decision Reporting Package, the Risk Retention Consultation Parties
will be deemed to have waived such consultation rights):


 


(i)           
any proposed or actual foreclosure upon or comparable conversion (which may include acquisition of an REO Property) of the
ownership of properties securing such of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loans
as come into and continue in default;


 


(ii)          
any modification, consent to a modification or waiver of any monetary term (other than late fees and default interest) or
material non-monetary term (including, without limitation, the timing of payments, acceptance of discounted payoffs) of a Mortgage
Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any extension of the maturity date of such Mortgage
Loan other than in connection with a maturity default if a refinancing or sale is expected within 120 days as provided in clause
(xiii) of the definition of Master Servicer Decision;


 


(iii)         
any sale of a Defaulted Loan (that is not a Non-Serviced Mortgage Loan) or REO Property (other than in connection with the
termination of the Trust pursuant to Article IX hereof) or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the


 






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special
servicer is permitted to sell in accordance with the PSA, in each case for less than the applicable Purchase Price;


 


(iv)         
any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or
to otherwise address hazardous material located at a Mortgaged Property or an REO Property;


 


(v)          
any release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than
any Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than if required pursuant
to the specific terms of the related Mortgage Loan documents;


 


(vi)         
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged
Property or interests in the borrower or consent to the incurrence of additional debt, other than any such transfer or incurrence
of debt as described under clause (xiv) of the definition of “Master Servicer Decision”;


 


(vii)        
consent to actions and releases related to condemnation of any material parcels of a Mortgaged Property or of any material
income producing parcel or any condemnation that materially affects the use or value of the related Mortgaged Property or the ability
of the related Mortgagor to pay amounts due in respect of the related Mortgage Loan or Companion Loan when due;


 


(viii)       
any determination of an Acceptable Insurance Default;


 


(ix)          
(1) any property management company changes (with respect to a Mortgage Loan or Serviced Whole Loan (A)(x) with a principal
balance greater than $25,000,000 or (y) for which the debt service coverage ratio and debt yield for such Mortgage Loan (or Whole
Loan, if applicable) is less than the greater of (X) the debt service coverage ratio and debt yield for such Mortgage Loan as of
the origination date of such Mortgage Loan and (Y) if the DSCR/DY Trigger has occurred, the debt service coverage ratio and debt
yield for such Mortgage Loan as of the most recent quarterly reporting period or (B) where the property management company will
be an affiliate of the related borrower following such change or (2) franchise changes (with respect to a Mortgage Loan (other
than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which the lender is required to consent or approve
under the Mortgage Loan documents);


 


(x)          
any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held
as “performance”, “earn-out”, “holdback” or similar escrows or reserves, including the funding
or disbursement of any such amounts with respect to any Mortgage Loan, but excluding, as to any Mortgage Loan that is not a Specially
Serviced Loan, any Routine Disbursements or any other funding or disbursement as mutually agreed upon by the master servicer and
special servicer); provided, however, that in the case of any Mortgage Loan whose escrows, reserves,


 






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holdbacks
and related letters of credit exceed, in the aggregate, at the related origination date, 10% of the initial principal balance
of such Mortgage Loan (which Mortgage Loans will be identified on Schedule 3 hereto), no such funding or disbursement of such
escrows, reserves, holdbacks or letters of credit shall be deemed to constitute a Routine Disbursement, and shall instead constitute
Major Decisions, except for the routine funding of tax payments and insurance premiums when due and payable (provided that the
Mortgage Loan is not a Specially Serviced Loan);


 


(xi)          
any acceptance of an assumption agreement or any other agreement permitting a transfer of interests in a borrower or guarantor
releasing a borrower or guarantor from liability under a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced
Whole Loan other than pursuant to the specific terms of such Mortgage Loan or Serviced Whole Loan and for which there is no lender
discretion;


 


(xii)         
any exercise of a material remedy with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) or a Serviced
Whole Loan following a default or event of default under the related Mortgage Loan or Serviced Whole Loan documents;


 


(xiii)        
any modification, amendment, consent to a modification or waiver of any term of any Intercreditor Agreement, co-lender or
similar agreement or any action to enforce rights with respect to the Mortgage Loan thereunder (other than with respect to any
Excluded Loan and other than with respect to an amendment splitting any Pari Passu Companion Loan;


 


(xiv)       
agreeing to any modification, waiver, consent or amendment of the related Mortgage Loan or Serviced Whole Loan in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (A) a modification of the type
of defeasance collateral required under the Mortgage Loan or Serviced Whole Loan documents such that defeasance collateral other
than direct, non-callable obligations of the United States would be permitted or (B) a modification that would permit a principal
prepayment instead of defeasance if the applicable loan documents do not otherwise permit such principal prepayment;


 


(xv)        
approve or consent to grants of easements or rights of way that materially affect the use or value of a Mortgaged Property
or a borrower’s ability to make payments with respect to the related Mortgage Loan or any related Companion Loan;


 


(xvi)       
determining whether to cure any default by a borrower under a ground lease or, permit any ground lease modification, amendment
or subordination, non-disturbance and attornment agreement or entry into a new ground lease and grant approvals, including granting
of subordination, non-disturbance and attornment agreements and consents involving leasing activities that involve a ground lease
and any leasing activities that affect an area greater than the lesser of (a) 30% of the net rentable area of the improvements
at the Mortgaged Property and (b) 30,000 square feet of the improvements at the Mortgaged Property);


 






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(xvii)      any consent to incurrence of additional debt by a borrower or mezzanine debt by a direct or indirect parent of a borrower, to
the extent the mortgagee’s approval is required under the related Mortgage Loan documents; and


 


(xviii)    approving annual operating budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage
ratio below 1.40x (to the extent lender approval is required under the Mortgage Loan documents) that provide for (i) operating
expenses equal to more than 110% of the amount that was budgeted therefor in the prior year or (ii) payments to persons or entities
known by the Master Servicer to be affiliates of the related Mortgagor (excluding affiliated managers paid at fee rates agreed
to at the origination of the related Mortgage Loan or Whole Loan); and


 


(xix)       approving waivers regarding the receipt of financial statements other than as provided in clause (ii) of the definition of “Master
Servicer Decisions”;


 


provided,
however, that, in the event that the Special Servicer or the Master Servicer, as the case may be, determines that immediate
action, with respect to the foregoing matters, or any other matter requiring consent, with respect to the Serviced AB Whole Loan,
of the AB Whole Loan Controlling Holder, prior to the occurrence and continuance of an AB Control Appraisal Period is necessary
to protect the interests of the Certificateholders (or, with respect to any Serviced Whole Loan, the interest of the Certificateholders
and the holders of any related Serviced Companion Loan) (as a collective whole (taking into account the subordinate or pari
passu nature of any Companion Loans)), the Special Servicer or the Master Servicer, as the case may be, may take any such
action without waiting for the AB Whole Loan Controlling Holder’s response (or without waiting to consult with the Risk
Retention Consultation Parties or the AB Whole Loan Controlling Holder, as the case may be); provided that the Special
Servicer or the Master Servicer, as the case may be, provides the Risk Retention Consultation Parties with prompt written notice
following such action including a reasonably detailed explanation of the basis therefor. The Special Servicer shall consult with
the Risk Retention Consultation Parties in connection with any Major Decision not relating to any Excluded Loan (and any other
actions which otherwise require consultation with the Risk Retention Consultation Parties hereunder) and consider alternative
actions recommended by the Risk Retention Consultation Parties, in respect thereof. In the event the Special Servicer receives
no response from the Risk Retention Consultation Parties within ten (10) Business Days following its written request for input
on any required consultation, the Special Servicer shall not be obligated to consult with the Risk Retention Consultation Parties
on the specific matter; provided, however, that the failure of the Risk Retention Consultation Parties to
respond shall not relieve the Special Servicer from consulting with the Risk Retention Consultation Parties on any future matters
with respect to the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan or an Excluded Loan) or Serviced Whole Loan.


 


Prior
to the Special Servicer making any Major Decision with respect to the Servicing Shift Whole Loan(s) it will obtain the consent
of the related Loan-Specific Directing Certificateholder.


 


In
addition, upon request of a Risk Retention Consultation Party, the Master Servicer and the Special Servicer shall consult with
such Risk Retention Consultation Party on a


 



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 non-binding basis in connection with any Major Decision that it is processing (and
such other matters that are subject to the non-binding consultation rights of such Risk Retention Consultation Party pursuant
to this Agreement) and to consider alternative actions recommended by such Risk Retention Consultation Party in respect of such
Major Decision (or any other matter requiring consultation with such Risk Retention Consultation Party); provided that in the
event the Master Servicer or the Special Servicer, as applicable, receives no response from a Risk Retention Consultation Party
within 10 days following the later of (i) the Master Servicer’s or the Special Servicer’s, as applicable, written
request for input on any requested consultation and (ii) delivery of all such additional information in the possession of the
Master Servicer or the Special Servicer, as applicable, reasonably requested by such Risk Retention Consultation Party related
to the subject matter of such consultation, the Master Servicer or the Special Servicer, as applicable, shall not be obligated
to consult with such Risk Retention Consultation Party on the specific matter; provided, however, that the failure
of a Risk Retention Consultation Party to respond will not relieve the Master Servicer or the Special Servicer, as applicable,
from using reasonable efforts to consult with such Risk Retention Consultation Party on any future matters with respect to the
applicable Mortgage Loan or Serviced Whole Loan or any other Mortgage Loan. For the avoidance of doubt, (x) no Risk Retention
Consultation Party shall have any consultation rights with respect to any related Excluded Loan and (y) any consultation with
a Risk Retention Consultation Party under this Agreement shall occur only upon request of such Risk Retention Consultation Party,
and any such consultation shall be on a strictly non-binding basis and shall be subject to all limitations with respect to the
procedures and timing for such consultation set forth in this Section 6.08(a).


 


No
Risk Retention Consultation Party acting in its capacity as Risk Retention Consultation Party shall have any liability to the
Trust Fund, any party to this Agreement, any Certificateholders or any other Person for any action taken, or for refraining from
the taking of any action, or for errors in judgment.


 


Subject
to the terms and conditions of this Section 6.08(a), the Special Servicer shall process all requests for any matter
that constitutes a “Major Decision” with respect to all Mortgage Loans (other than any Non-Serviced Mortgage Loan)
unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer will process such request with respect
to a Mortgage Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably agreed to by the Master
Servicer and Special Servicer, including the Special Servicer’s consent or deemed consent as set forth in this Section
6.08.


 


Notwithstanding
anything herein to the contrary, with respect to any Servicing Shift Mortgage Loan, the related Loan-Specific Directing Certificateholder
shall, pursuant to the related Intercreditor Agreement, exercise any consent and consultation rights, and rights to provide direction
to the Master Servicer or the Special Servicer, of the “Directing Certificateholder” with respect to such Mortgage
Loan as provided for in this Agreement until the Servicing Shift Securitization Date.


 


Upon
receiving a request for any matter that constitutes a Major Decision with respect to a Mortgage Loan (other than any Non-Serviced
Mortgage Loan) and any Serviced Companion Loan that is not a Specially Serviced Loan, the Master Servicer shall promptly forward
such request to the Special Servicer and the Special Servicer shall process such request


 



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 (including, without limitation, interfacing
with the Mortgagor) and except as provided in the next sentence, the Master Servicer shall have no further obligation with respect
to such request or the Major Decision. With respect to such request, the Master Servicer shall continue to cooperate with the
Special Servicer by delivering any additional information in the Master Servicer’s possession to the Special Servicer requested
by the Special Servicer relating to such Major Decision, and, to the extent mutually agreed by the Master Servicer and the Special
Servicer, any reasonably requested analysis relating to such Major Decision. Notwithstanding the foregoing, if the Master Servicer
and the Special Servicer mutually agree in accordance with the Servicing Standard that the processing of such a Major Decision
by the Master Servicer would be more efficient by virtue of the fact that the Master Servicer is handling or is expected to handle
other major decisions (which may include Major Decisions in this transaction) or other borrower requests under comparable circumstances,
then the Master Servicer may process such Major Decision (including interfacing with the borrower and providing a written recommendation
and analysis to the Special Servicer) with respect to a Mortgage Loan (other than any Non-Serviced Mortgage Loan) and any Serviced
Companion Loan that is not a Specially Serviced Loan in accordance with terms and conditions reasonably agreed to by the Master
Servicer and Special Servicer, including the Special Servicer’s consent (which will be deemed given if no response is received
within the later of (i) ten (10) Business Days after the Special Servicer’s receipt of the Master Servicer written
recommendation and analysis and (ii) delivery of any additional information in the possession of the Master Servicer reasonably
requested in order to grant or withhold such consent).


 


In
the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the AB Whole Loan Controlling
Holder or any advice from the Risk Retention Consultation Parties (or the AB Whole Loan Controlling Holder, as applicable), would
cause the Special Servicer or Master Servicer, as applicable, to violate the terms of any Mortgage Loan, applicable law or this
Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall
disregard such refusal to consent or advise and notify the Risk Retention Consultation Parties (or the AB Whole Loan Controlling
Holder, as applicable), the Trustee and the Rating Agencies of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or the Special Servicer in
accordance with the direction of or approval of a Risk Retention Consultation Party (or the AB Whole Loan Controlling Holder,
as applicable) that does not violate the terms of any Mortgage Loan, applicable law or the Servicing Standard or any other provisions
of this Agreement, will not result in any liability on the part of the Master Servicer or the Special Servicer.


 


Any
Non-Serviced Whole Loan Controlling Holder, with respect to a Non-Serviced Whole Loan, shall have no liability to the Trust or
the Certificateholders for any action taken, or for refraining from the taking of any action, or for errors in judgment. By its
acceptance of a Certificate, each Certificateholder acknowledges and agrees that any such Non-Serviced Whole Loan Controlling
Holder, with respect to the related Non-Serviced Whole Loan, may take actions that favor the interests of one or more classes
of the certificates issued under the related Non-Serviced PSA including the Holders of the controlling class under such Non-Serviced
PSA over other Classes of the Certificates, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, may have special relationships and interests that conflict with those of Holders of some Classes of the Certificates,


 



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that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, may act solely in the interests
of the Holders of the controlling class under the related Non-Serviced PSA, that such Non-Serviced Whole Loan Controlling Holder,
shall not be liable to any Certificateholder, by reason of its having acted solely in the interests of the Holders of the controlling
class under the related Non-Serviced PSA, and that such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced
Whole Loan, shall have no liability whatsoever for having so acted, and no Certificateholder may take any action whatsoever against
such Non-Serviced Whole Loan Controlling Holder, with respect to such Non-Serviced Whole Loan, or any director, officer, employee,
agent or principal thereof for having so acted.


 


(b)        
[Reserved].


 


(c)        
JPMCB shall be the initial VRR-A Risk Retention Consultation Party, DBNY shall be the initial VRR-B Risk Retention Consultation
Party and CREFI shall be the initial VRR-C Risk Retention Consultation Party, and each shall remain so until a successor is appointed
pursuant to the terms of this Agreement. Upon the resignation or removal of an existing Risk Retention Consultation Party, any
successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially in the
form of Exhibit P1-C to this Agreement prior to being recognized as the new Risk Retention Consultation Party. The parties
hereto shall be entitled to assume that the Risk Retention Consultation Party has not changed absent such notice.


 


(d)        
Once a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled
to rely on such selection unless JPMCB (in the case of the VRR-A Risk Retention Consultation Party), DBNY (in the case of the
VRR-B Risk Retention Consultation Party) or CREFI (in the case of the VRR-C Risk Retention Consultation Party), as applicable,
have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and each other Holder of the
VRR Interest, in writing, of the selection of such new Risk Retention Consultation Party (including the new contact information).


 


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


 






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[End
of Article VI]


 


Article VII



SERVICER TERMINATION EVENTS


 


Section 7.01        Servicer
Termination Events; Master Servicer and Special Servicer Termination. “Servicer Termination Event,” wherever used herein,
means, with respect to the Master Servicer or the Special Servicer, as the case may be, any one of the following
events:


 


(i)         
(A) any failure by the Master Servicer to make any deposit required to be made by the Master Servicer to the Collection Account,
or remit to the Companion Paying Agent for deposit into the related Companion Distribution Account, on the day and by the time
such deposit or remittance is first required to be made under the terms of this Agreement, which failure is not remedied within
one (1) Business Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted, which failure is not remedied by
11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)        
any failure by the Special Servicer to deposit into the REO Account, within one (1) Business Day after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or any other required account hereunder,
any amount required to be so deposited or remitted by the Special Servicer pursuant to, and at the time specified by, the terms
of this Agreement; or


 


(iii)       
any failure on the part of the Master Servicer or the Special Servicer duly to observe or perform in any material respect any
of its other covenants or obligations contained in this Agreement which continues unremedied for a period of thirty (30) days
(or (A) with respect to any year that a report on Form 10-K is required to be filed, five (5) Business Days in the case
of the Master Servicer’s or Special Servicer’s obligations, as applicable, contemplated by Article XI,
(B) fifteen (15) days in the case of the Master Servicer’s failure to make a Servicing Advance or (C) fifteen
(15) days in the case of a failure to pay the premium for any property insurance policy required to be maintained) after
the date on which written notice of such failure, requiring the same to be remedied, shall have been given (A) to the Master
Servicer or the Special Servicer, as the case may be, by any other party hereto, or (B) to the Master Servicer or the Special
Servicer, as the case may be, with a copy to each other party to this Agreement, by the Holders of Certificates evidencing Percentage
Interests aggregating not less than 25% of all Voting Rights or, solely as it relates to the servicing of a Serviced Whole Loan,
if affected by that failure, by the holder of the related Serviced Pari Passu Companion Loan; provided, however,
if such failure is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing
such cure, such period will be extended an additional thirty (30) days; provided, further, however, that
such extended period will not apply to the obligations regarding Exchange Act reporting; or


 






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(iv)        any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in Section 6.01(a)
and Section 6.01(b), as applicable, which materially and adversely affects the interests of any Class of Certificateholders
or Companion Holders (excluding the holder of any Non-Serviced Companion Loan) and which continues unremedied for a period of
thirty (30) days after the date on which notice of such breach, requiring the same to be remedied, shall have been given to the
Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate Administrator or the Trustee, or
to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee by the Holders of Certificates
evidencing Percentage Interests aggregating not less than 25% of Voting Rights or, as it relates to the servicing of a Serviced
Whole Loan affected by such breach, by the holder of the related Serviced Pari Passu Companion Loan; provided, however,
that if such breach is capable of being cured and the Master Servicer or the Special Servicer, as applicable, is diligently pursuing
such cure, such 30-day period will be extended an additional thirty (30) days; or


 


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


 


(vi)       
the Master Servicer or the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or
similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings
of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially all of its property; or


 


(vii)       the Master Servicer or the Special Servicer shall admit in writing its inability to pay its debts generally as they become due,
file a petition to take advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the
benefit of its creditors, voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;
or


 


(viii)      KBRA (A) has qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) has placed
one or more Classes of Certificates on “watch status” in contemplation of a ratings downgrade or withdrawal (and in
the case of clauses (A) and (B), such action shall not have been withdrawn by KBRA within sixty (60) days of such
event) and, in the case of either of clauses (A) or (B), publicly citing servicing concerns with the Master Servicer
or Special Servicer, as the case may be, as the sole or a material factor in such rating action; or


 






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(ix)        
the Master Servicer or the Special Servicer is no longer rated at least “CMS3” or “CSS3”, respectively,
by Fitch and such Master Servicer or Special Servicer is not reinstated to at least that rating within sixty (60) days of the
delisting.


 


(b)        
If any Servicer Termination Event with respect to the Master Servicer or the Special Servicer (in either case, for purposes of
this Section 7.01(b), the “Affected Party”) shall occur and be continuing, then, and in each and
every such case, so long as such Servicer Termination Event shall not have been remedied, the Trustee or the Depositor may, and
at the written direction of the Holders of Certificates entitled to 25% of the Voting Rights, the Trustee shall, terminate (and
the Depositor may direct the Trustee to terminate each of the Master Servicer or the Special Servicer, as applicable, upon five
Business Days’ written notice if there is a Servicer Termination Event under clause (iii)(A) above), by notice
in writing to the Affected Party, with a copy of such notice to the Depositor, all of the rights (subject to Section 3.11
and Section 6.04) and obligations of the Affected Party under this Agreement and in and to the Mortgage Loans
and the proceeds thereof (other than as a Certificateholder or Companion Holder, if applicable); provided, however,
that the Affected Party shall be entitled to the payment of accrued and unpaid compensation and reimbursement through the date
of such termination as provided for under this Agreement for services rendered and expenses incurred. From and after the receipt
by the Affected Party of such written notice except as otherwise provided in this Article VII, all authority and power
of the Affected Party under this Agreement, whether with respect to the Certificates (other than as a Holder of any Certificate)
or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee with respect to a termination of the Master Servicer
or the Special Servicer pursuant to and under this Section 7.01, and, without limitation, the Trustee is hereby authorized
and empowered to execute and deliver, on behalf of and at the expense of the Affected Party, as attorney-in-fact or otherwise,
any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect
the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Mortgage Loans
and related documents, or otherwise. The Master Servicer and Special Servicer each agree that if it is terminated pursuant to
this Section 7.01(b), it shall promptly (and in any event no later than twenty (20) Business Days subsequent to its
receipt of the notice of termination) provide the Trustee with all documents and records requested by it to enable it to assume
the Master Servicer’s or the Special Servicer’s, as the case may be, functions hereunder, and shall cooperate with
the Trustee in effecting the termination of the Master Servicer’s or the Special Servicer’s, as the case may be, responsibilities
and rights (subject to Section 3.11 and Section 6.04) hereunder, including, without limitation, the transfer
within five (5) Business Days to the Trustee for administration by it of all cash amounts which shall at the time be or should
have been credited by the Master Servicer to the Collection Account or any Servicing Account (if it is the Affected Party), by
the Special Servicer to the REO Account (if it is the Affected Party) or thereafter be received with respect to the Mortgage Loans
or any REO Property (provided, however, that the Master Servicer and the Special Servicer each shall, if terminated
pursuant to this Section 7.01(b) or pursuant to Section 7.01(d) (with respect to the Special Servicer),
continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the date of such termination,
whether in respect of Advances (in the case of the Special Servicer or the Master Servicer) or otherwise, and it and its Affiliates
and the directors, managers, officers, members, employees and agents of it and its Affiliates shall continue to be entitled to
the benefits of Section 3.11 and Section 6.04 notwithstanding any such termination).


 






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(c)        
If the Master Servicer receives notice of termination under Section 7.01(b) solely due to a Servicer Termination
Event under Section 7.01(a)(viii) or (ix), the Master Servicer shall have a forty-five (45) day period
after such notice in which to find a successor master servicer qualified to act as Master Servicer hereunder in accordance
with Section 6.03 and Section 7.02 and to which the Master Servicer can sell its rights to service
the Mortgage Loans under this Agreement. During such forty-five (45) day period the Master Servicer may continue to serve as
Master Servicer hereunder. In the event that the Master Servicer is unable, within such forty-five (45) day period, to cause
a qualified successor master servicer to assume the duties of the Master Servicer hereunder, then and in such event, the
Trustee shall assume the obligations of the Master Servicer hereunder.


 


Notwithstanding Section 7.01(b),
if any Servicer Termination Event on the part of the Special Servicer shall occur and be continuing that affects the Holder
of a Serviced Pari Passu Companion Loan, then, so long as the Special Servicer is not otherwise terminated, the Holder of
such Serviced Pari Passu Companion Loan or the Other Trustee appointed under the related Other Pooling and
Servicing Agreement, as applicable, shall be entitled to direct the Trustee to terminate the Special Servicer with respect to
the related Serviced Whole Loan. Any Special Servicer appointed to replace the Special Servicer with respect to a Serviced
Mortgage Loan cannot at any time be (without the prior written consent of the holder of such Serviced Pari Passu Companion
Loan) the person (or Affiliate thereof) that was terminated at the direction of the holder of the related Serviced Pari Passu
Companion Loan. Any such Special Servicer under this paragraph shall meet the eligibility requirements of Section 7.02
and the eligibility requirements of the related Other Pooling and Servicing Agreement, and the appointment thereof shall
comply with the provisions of Section 7.02. Any appointment of a replacement Special Servicer in accordance with
this paragraph shall be subject to the receipt of Rating Agency Confirmation and confirmation from the rating agencies that
such appointment or replacement will not result in the downgrade, withdrawal or qualification of the then-current ratings of
any class of any related Serviced Companion Loan Securities (provided that such rating agency confirmation may be
considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25).


 


(d)        
Subject to the rights of the AB Whole Loan Controlling Holder pursuant to the related Intercreditor Agreement, subject to the
right of the Certificateholders to approve the replacement of the Special Servicer with a Qualified Replacement Special Servicer
pursuant to this Section 7.01(d), shall be entitled to terminate the rights (subject to Section 3.11 and
Section 6.04) and obligations of the Special Servicer under this Agreement, with or without cause, upon ten (10) Business
Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee; such termination
to be effective upon the appointment of a successor special servicer meeting the requirements of this Section 7.01(d);
provided that, with respect to a Servicing Shift Whole Loan, the ten (10) Business Days’ notice set forth in this
Section 7.01(d) shall not apply to the related Loan-Specific Directing Certificateholder’s right to terminate
the Special Servicer’s rights and obligations under this Agreement without cause with respect to such Servicing Shift Whole
Loan pursuant to the terms of the related Intercreditor Agreement. Upon a termination of such Special Servicer, the Risk Retention
Consultation Parties shall appoint a successor special servicer; provided, however, that (i) such successor
will meet the requirements set forth in Section 7.02, (ii) each Rating Agency delivers Rating Agency 


 



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Confirmation
and, in the case of any class of any Serviced Companion Loan Securities the applicable rating agencies deliver a
confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25) and
(iii) no replacement of the Special Servicer shall be effective until the Certificate Administrator shall have filed any
required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with
respect to any related Companion Loan.


 


Upon
(a) the written direction of Holders of Principal Balance Certificates and Class VRR Interest Certificates evidencing not
less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce
the Certificate Balances pursuant to Section 4.05 hereof) of the Principal Balance Certificates and Class VRR Interest
Certificates requesting a vote to replace the Special Servicer with a new special servicer designated in such written direction,
(b) payment by such Holders to the Certificate Administrator of the reasonable fees and out-of-pocket expenses (including
any legal fees and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering
such vote and which will not be additional expenses of the Trust and (c) delivery by such Holders to the Certificate Administrator
and Trustee of Rating Agency Confirmation from each Rating Agency (which Rating Agency Confirmation shall be obtained at the expense
of such Holders), the Certificate Administrator shall promptly post notice to all Certificateholders of such request on the Certificate
Administrator’s Website in accordance with Section 3.13(b) and concurrently by mail conduct the solicitation
of votes of all Certificates in such regard, which requisite affirmative votes must be received within one hundred-eighty (180)
days of the posting of such notice, and if not so received, such votes shall be null and void ab initio. Upon the written
direction of Holders of Certificates evidencing at least 50% of a Certificateholder Quorum of Certificates, the Trustee shall
terminate all of the rights and obligations of the Special Servicer under this Agreement and appoint the successor special servicer
(which must be a Qualified Replacement Special Servicer) designated by such Certificateholders. The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder may (i) access such notices via
the Certificate Administrator’s Website and (ii) register to receive electronic mail notifications when such notices
are posted thereon. Notwithstanding the foregoing, the Certificateholder’s direction to remove the Special Servicer shall
not apply to any Serviced AB Whole Loan for which it is not subject to an AB Control Appraisal Period.


 


An
AB Whole Loan Controlling Holder shall have the right, prior to the occurrence and continuance of an AB Control Appraisal Period,
to replace the Special Servicer solely with respect to the related Serviced AB Whole Loan, so long as (A) each Rating Agency
delivers a Rating Agency Confirmation; (B) the successor special servicer has assumed in writing (from and after the date
such successor special servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special
Servicer under this Agreement from and after the date it becomes the Special Servicer as they relate to any Serviced AB Whole
Loan pursuant to an assumption agreement reasonably satisfactory to the Certificate Administrator; and (C) the Certificate
Administrator shall have received an opinion of counsel reasonably satisfactory to the Certificate Administrator to the effect
that (x) the designation of such


 



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 replacement to serve as Special Servicer is in compliance with this Agreement, (y) such
replacement will be bound by the terms of this Agreement with respect to any Serviced AB Whole Loan, and (z) subject to customary
qualifications and exceptions, this Agreement will be enforceable against such replacement in accordance with the terms hereof.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this section, in accordance with the related
Intercreditor Agreement, if a servicer termination event on the part of a Non-Serviced Special Servicer remains unremedied and
affects the holder of the related Non-Serviced Mortgage Loan, and such Non-Serviced Special Servicer has not otherwise been terminated,
the holder of the related Non-Serviced Mortgage Loan (or the Trustee) shall be entitled to direct the related Non-Serviced Trustee
to terminate such Non-Serviced Special Servicer solely with respect to the related Non-Serviced Whole Loan(s). The appointment
(or replacement) of a special servicer with respect to a Non-Serviced Whole Loan will in any event be subject to Rating Agency
Confirmation from each Rating Agency. A replacement special servicer will be selected by the related Non-Serviced Trustee or,
prior to a control termination event (or similarly defined term) under the related Non-Serviced PSA, by the related Non-Serviced
Whole Loan Controlling Holder; provided, however, that any successor special servicer appointed to replace the special
servicer with respect to such Non-Serviced Whole Loan cannot at any time be the Person (or an Affiliate thereof) that was terminated
at the direction of the holder of such Non-Serviced Mortgage Loan.


 


No
penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 7.01(d).


 


(e)        
The Master Servicer and Special Servicer shall, as the case may be, from time to time, take all such reasonable actions as are
required by it in accordance with the related Servicing Standard in order to prevent the Certificates from being placed on “watch”
status or downgraded due to servicing or special servicing, as applicable, concerns by any Rating Agency. In no event shall the
remedy for a breach of the foregoing covenant extend beyond termination pursuant to Sections 7.01(a)(viii) and (ix),
and the resulting operation of Section 7.01(b) and (c). The operation of this subsection (e) shall
not be construed to limit the effect of Section 7.01(a)(viii) or (ix).


 


(f)         
Notwithstanding the foregoing, (1) if any Servicer Termination Event on the part of the Master Servicer affects a Serviced Companion
Loan, the related holder of a Serviced Companion Loan or the rating on any class of certificates backed, wholly or partially,
by any Serviced Companion Loan Securities, and if the Master Servicer is not otherwise terminated, or (2) if a Servicer Termination
Event on the part of the Master Servicer affects only a Serviced Companion Loan, the related holder of a Serviced Companion Loan
or the rating on any class of certificates backed, wholly or partially, by any Serviced Companion Loan Securities, then the Master
Servicer may not be terminated by or at the direction of the related holder of such Serviced Companion Loan or the holders of
any certificates backed, wholly or partially, by such Serviced Companion Loan, but upon the written direction of the related holder
of such Serviced Companion Loan, the Master Servicer shall be required to appoint a sub-servicer that will be responsible for
servicing the related Serviced Whole Loan.


 






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(g)        
(i) Notwithstanding anything to the contrary contained in this Section 7.01, with respect to any Excluded Special
Servicer Loan, if any, the Special Servicer shall resign as Special Servicer of that Excluded Special Servicer Loan. If the applicable
Excluded Special Servicer Loan is not also an Excluded Loan, the Risk Retention Consultation Parties, shall appoint (and may remove
and replace with or without cause) an Excluded Special Servicer, as successor to the resigning Special Servicer, for the related
Excluded Special Servicer Loan in accordance with this Agreement. If at any time the applicable Excluded Special Servicer Loan
is also an Excluded Loan, the resigning Special Servicer shall use reasonable efforts to select the related Excluded Special Servicer.
The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded Special
Servicer or with respect to the identity of the applicable Excluded Special Servicer. It shall be a condition to any such appointment
that (i) the Rating Agencies confirm that the appointment would not result in a qualification, downgrade or withdrawal of
any of their then-current ratings of the Certificates and the equivalent from each NRSRO hired to provide ratings with respect
to any Serviced Companion Loan Securities, (ii) the related Excluded Special Servicer, as certified by such Excluded Special
Servicer, is a Qualified Replacement Special Servicer and (iii) the related Excluded Special Servicer delivers to the Depositor
(and the Certificate Administrator) and any applicable Other Depositor (and any applicable Other Certificate Administrator), the
information, if any, required under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role
as Excluded Special Servicer.


 


If
at any time the Special Servicer is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged
Property becoming an REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer
shall resign, (2) the related Mortgage Loan or Serviced Whole Loan shall no longer be an Excluded Special Servicer Loan, (3) the
Special Servicer shall become the Special Servicer again for such related Mortgage Loan or Serviced Whole Loan and (4) the Special
Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan or Serviced Whole Loan earned
during such time on and after such Mortgage Loan or Serviced Whole Loan is no longer an Excluded Special Servicer Loan.


 


The
applicable Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded
Special Servicer Loan and shall be entitled to all special servicing compensation with respect to such Excluded Special
Servicer Loan earned during such time as the related Mortgage Loan or Serviced Whole Loan is an Excluded Special Servicer
Loan (provided that the Special Servicer shall remain entitled to all other special servicing compensation with
respect all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such
time).


 


(h)        
If a Servicing Officer of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has
actual knowledge that a Mortgage Loan is no longer an Excluded Loan or an Excluded Special Servicer Loan, as applicable, the Master
Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof
to each of the other parties to this Agreement.


 


Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer, as the case
may be, either resigns pursuant to


 



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subsection (a) of the first sentence of Section 6.05 or receives a notice of termination for cause pursuant
to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period
specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to the
Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02, in all
respects in its capacity as Master Servicer or Special Servicer, as applicable, under this Agreement and the transactions set
forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to Section 3.11
and Section 6.04) benefits, responsibilities, duties, liabilities and limitations on liability relating
thereto and that arise thereafter placed on or for the benefit of the Master Servicer or the Special Servicer, as applicable,
by the terms and provisions hereof; provided, however, that any failure to perform such duties or
responsibilities caused by the terminated party’s failure under Section 7.01 to provide information or
moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor
master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its
termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the
predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity
as successor to the Master Servicer or the Special Servicer, as the case may be, shall not be liable for any of the
representations and warranties of the Master Servicer or the Special Servicer, respectively, herein or in any related
document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses
incurred by the predecessor Master Servicer pursuant to Section 3.06 hereunder, nor shall the Trustee be required
to purchase any Mortgage Loan hereunder solely as a result of its obligations as successor master servicer or special
servicer, as the case may be. Subject to Section 3.11, as compensation therefor, the Trustee as successor master
servicer shall be entitled to the Servicing Fees and all fees relating to the Mortgage Loans or the Companion Loans which the
Master Servicer would have been entitled to if the Master Servicer had continued to act hereunder, including but not limited
to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject
to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing
Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should
the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be
afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder
notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its
role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as
Trustee hereunder. Notwithstanding the above, the Trustee may, if it shall be unwilling to act as successor to the Master
Servicer or the Special Servicer, as applicable, or shall, if it is unable to so act, or if the Trustee is not approved as a
servicer by each Rating Agency, or the Holders of Certificates entitled to 25% of the Voting Rights so request in writing to
the Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan
servicing institution which meets the criteria set forth in Section 6.05 and otherwise herein, as the successor
to the Master Servicer or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the
responsibilities, duties or liabilities of the Master Servicer or the Special Servicer hereunder. No appointment of a
successor to the Master Servicer or the Special Servicer hereunder shall be effective until (i) the assumption in
writing by the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and
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 hereunder that arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating
Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates pursuant to Section 3.25) and (iii) the Certificate Administrator shall have filed any required
Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related
Companion Loan. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, unless the Trustee
shall be prohibited by law from so acting, the Trustee shall act in such capacity as herein above provided. In connection with
such appointment and assumption of a successor to the Master Servicer or the Special Servicer as described herein, the Trustee
may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans as it and such successor
shall agree; provided, however, that no such compensation with respect to a successor master servicer or successor
special servicer, as the case may be, shall be in excess of that permitted the terminated Master Servicer or Special Servicer,
as the case may be, hereunder. The Trustee, the Master Servicer or the Special Servicer (whichever is not the terminated party)
and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.
Any costs and expenses associated with the transfer of the servicing function (other than with respect to a termination without
cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor
Master Servicer or Special Servicer (as the case may be) has not reimbursed the party requesting such termination or the successor
master servicer or special servicer for such expenses within ninety (90) days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust; provided that the terminated Master Servicer or Special Servicer shall not
thereby be relieved of its liability for such expenses. If and to the extent that the terminated Master Servicer or Special Servicer
has not reimbursed such costs and expenses, the party requesting such termination shall have an affirmative obligation to take
all reasonable actions to collect such expenses on behalf of the Trust. In the event of a termination without cause, such costs
and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the
Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee
is terminating the Master Servicer or the Special Servicer in accordance with this Agreement at the direction of any party or
parties permitted to direct the Trustee to so terminate the Master Servicer or the Special Servicer pursuant to this Agreement,
the Trustee shall not have any liability for such expenses pursuant to this paragraph.


 


Section 7.03       
Notification to Certificateholders. (a)  Upon any resignation of the Master Servicer or the Special Servicer
pursuant to Section 6.05, any termination of the Master Servicer or the Special Servicer pursuant to Section 7.01
or any appointment of a successor to the Master Servicer or the Special Servicer pursuant to Section 7.02, the
Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses appearing
in the Certificate Register.


 


(b)        
Not later than the later of (i) sixty (60) days after the occurrence of any event which constitutes or, with notice or lapse
of time or both, would constitute a Servicer Termination Event and (ii) five (5) days after the Certificate Administrator
would be deemed to


 



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 have notice of the occurrence of such an event in accordance with Section 8.02(vii), the Certificate
Administrator shall transmit by mail to the Depositor and all Certificateholders (and, if a Serviced Whole Loan is affected, the
related Serviced Companion Noteholder) notice of such occurrence, unless such default shall have been cured.


 


Section 7.04       
Waiver of Servicer Termination Events. The Holders of Certificates representing at least 66 2/3% of the Voting Rights allocated
to each Class of Certificates affected by any Servicer Termination Event hereunder may waive such Servicer Termination Event within
twenty (20) days of the receipt of notice from the Certificate Administrator of the occurrence of such Servicer Termination Event;
provided, however, that a Servicer Termination Event under clause (i), (ii), (viii) or
(ix) of Section 7.01(a) may be waived only by all of the Certificateholders of the affected Classes and a Servicer
Termination Event under clause (iii) of Section 7.01(a) relating to Exchange Act reporting may be waived only
with the consent of the Depositor. Upon any such waiver of a Servicer Termination Event, such Servicer Termination Event shall
cease to exist and shall be deemed to have been remedied for every purpose hereunder. Upon any such waiver of a Servicer Termination
Event by Certificateholders, the Trustee and the Certificate Administrator shall be entitled to recover all costs and expenses
incurred by it in connection with enforcement action taken with respect to such Servicer Termination Event prior to such waiver
from the Trust. No such waiver shall extend to any subsequent or other Servicer Termination Event or impair any right consequent
thereon except to the extent expressly so waived. Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Servicer Termination Event pursuant to this Section 7.04, Certificates registered in the name of the Depositor
or any Affiliate of the Depositor shall be entitled to the same Voting Rights with respect to the matters described above as they
would if any other Person held such Certificates.


 


Section 7.05       
Trustee as Maker of Advances. In the event that the Master Servicer fails to fulfill its obligations hereunder to make
any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five (5) Business Days
following such failure by the Master Servicer with respect to Servicing Advances resulting in a Servicer Termination Event under
Section 7.01(a)(iii) hereof to the extent a Responsible Officer of the Trustee has actual knowledge of such failure
with respect to such Servicing Advances and (y) by noon, New York City time, on the related Distribution Date with respect
to P&I Advances pursuant to the Certificate Administrator’s notice of failure pursuant to Section 4.03(a)
unless such failure has been cured. With respect to any such Advance made by the Trustee, the Trustee shall succeed to all of
the Master Servicer’s rights with respect to Advances hereunder, including, without limitation, the Master Servicer’s
rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine that a proposed Advance
is a Nonrecoverable P&I Advance or Servicing Advance, as the case may be, (without regard to any impairment of any such rights
of reimbursement caused by such Master Servicer’s default in its obligations hereunder); provided, however,
that if Advances made by the Trustee and the Master Servicer shall at any time be outstanding, or any interest on any Advance
shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall be applied
entirely to the Advances outstanding to the Trustee, until such Advances shall have been repaid in full, together with all interest
accrued thereon, prior to reimbursement of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively
rely on any notice given with respect to a Nonrecoverable Advance hereunder.


 






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[End
of Article VII]


 


Article VIII



CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


Section 8.01       
Duties of the Trustee and the Certificate Administrator. (a)  The Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event and after the curing or waiving of all Servicer Termination Events which
may have occurred, undertake to perform such duties and only such duties as are specifically set forth in this Agreement. If a
Servicer Termination Event occurs and is continuing, the Trustee shall exercise such of the rights and powers vested in it by
this Agreement, and use the same degree of care and skill in their exercise as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs. Any permissive right of the Trustee and the Certificate Administrator contained
in this Agreement shall not be construed as a duty.


 


(b)        
The Trustee or the Certificate Administrator, upon receipt of all resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator which are specifically required to be furnished
to the Trustee or the Certificate Administrator pursuant to any provision of this Agreement (other than the Mortgage Files, the
review of which is specifically governed by the terms of Article II, any CREFC® reports and any information
delivered for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website), shall
examine them to determine whether they conform to the requirements of this Agreement. If any such instrument is found not to conform
to the requirements of this Agreement in a material manner, the Trustee or the Certificate Administrator shall notify the party
providing such instrument and requesting the correction thereof. The Trustee or the Certificate Administrator shall not be responsible
for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, the Master Servicer or the Special Servicer or another Person, and accepted by the Trustee or the Certificate
Administrator in good faith, pursuant to this Agreement.


 


(c)         
No provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator from liability for its
own negligent action, its own negligent failure to act or its own willful misconduct or bad faith; provided, however,
that:


 


(i)         
Prior to the occurrence of a Servicer Termination Event, and after the curing of all such Servicer Termination Events which may
have occurred, the duties and obligations of the Trustee and the Certificate Administrator shall be determined solely by the express
provisions of this Agreement, the Trustee and the Certificate Administrator shall not be liable except for the performance of
such duties and obligations as are specifically set forth in this Agreement, no implied covenants or obligations shall be read
into this Agreement against the Trustee and the Certificate Administrator and, in the absence of bad faith on the part of the
Trustee and the Certificate Administrator, the Trustee and the Certificate Administrator may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any certificates or


 



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 opinions furnished to the Trustee
or the Certificate Administrator and conforming to the requirements of this Agreement;


 


(ii)        
Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable for an error of judgment made in good faith
by a Responsible Officer or Responsible Officers of the Trustee or the Certificate Administrator, respectively, unless it shall
be proved that the Trustee or the Certificate Administrator, as applicable, was negligent in ascertaining the pertinent facts;
and


 


(iii)        Neither the Trustee nor the Certificate Administrator, as applicable, shall be liable with respect to any action taken, suffered
or omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates evidencing not less than
25% of the percentage interest of each affected Class, or 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 (unless a higher percentage
of Voting Rights is required for such action).


 


(d)        
The Certificate Administrator shall make available via its internet website initially located at www.ctslink.com to the Serviced
Companion Noteholders all reports that the Certificate Administrator has made available to Certificateholders under this Agreement
to the extent such reports relate to the related Serviced Companion Loan and upon the submission of an Investor Certification
pursuant to this Agreement.


 


Section 8.02       
Certain Matters Affecting the Trustee and the Certificate Administrator. Except as otherwise provided in Section 8.01:


 


(i)         
The Trustee and the Certificate Administrator may rely upon and shall be protected in acting or refraining from acting upon any
resolution, direction of the Depositor, Officer’s Certificate, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, Appraisal, bond or other paper or document reasonably believed by
it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)        
The Trustee and the Certificate Administrator may consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder
in good faith and in accordance therewith;


 


(iii)       
Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested
in it by this Agreement or the Certificates or to make any investigation of matters arising hereunder or to institute, conduct
or defend any litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders,
pursuant to the provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate
Administrator, as applicable, security or indemnity reasonably satisfactory to it, against the costs, expenses and liabilities
which may be incurred therein or thereby; neither the


 



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 Trustee nor the Certificate Administrator shall be required to expend or
risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise
of any of its rights or powers, unless repayment of such funds or indemnity reasonably satisfactory to it against such risk or
liability is reasonably assured to it; nothing contained herein shall, however, relieve the Trustee of the obligation, upon the
occurrence of a Servicer Termination Event which has not been cured, to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the
circumstances in the conduct of his own affairs;


 


(iv)       
Neither the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by
it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)        
Prior to the occurrence of a Servicer Termination Event hereunder and after the curing of all Servicer Termination Events which
may have occurred, neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts
or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval,
bond or other paper or document, unless requested in writing to do so by Holders of Certificates entitled to more than 50% of
the Voting Rights; provided, however, that if the payment within a reasonable time to the Trustee or the Certificate
Administrator of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee or the Certificate Administrator, respectively, not reasonably assured to the Trustee or the Certificate
Administrator by the security afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, respectively,
may require indemnity reasonably satisfactory to it from such requesting Holders against such expense or liability as a condition
to taking any such action. The reasonable expense of every such reasonable examination shall be paid by the requesting Holders;


 


(vi)        The Trustee or the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys; provided, however, that the appointment of such agents or
attorneys shall not relieve the Trustee or the Certificate Administrator of its duties or obligations hereunder; provided,
further, that the Trustee or the Certificate Administrator, as the case may be, may not perform any duties hereunder through
any Person that is a Prohibited Party;


 


(vii)       For all purposes under this Agreement, neither the Trustee nor the Certificate Administrator shall be deemed to have notice of
any Servicer Termination Event or Asset Representations Reviewer Termination Event or any act, failure or breach of any Person
upon the occurrence of which the Trustee or the Certificate Administrator may be required to act unless a Responsible Officer
of the Trustee or the Certificate Administrator, as applicable, has actual knowledge thereof or unless written notice of any event,
act, failure or breach which is in fact such a default is received by the Trustee or


 



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 the Certificate Administrator at the respective
Corporate Trust Office, and such notice references the Certificates or this Agreement;


 


(viii)      Neither the Trustee nor the Certificate Administrator shall be responsible for any act or omission of the Master Servicer, the
Special Servicer (unless the Trustee is acting as Master Servicer or Special Servicer, as the case may be, in which case the Trustee
shall only be responsible for its own actions as Master Servicer or Special Servicer), the Asset Representations Reviewer or the
Depositor;


 


(ix)        
Neither the Trustee nor the Certificate Administrator shall in any way be liable by reason of any insufficiency in the Trust Fund
unless it is determined by a court of competent jurisdiction that the Trustee’s or Certificate Administrator’s, as
applicable, negligence or willful misconduct was the primary cause of such insufficiency;


 


(x)         
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own
negligence, bad faith or willful misconduct;


 


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


 


(xii)        Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law; and


 


(xiii)       Nothing herein shall be construed as an obligation for any party to this Agreement to advise a Certificateholder with respect
to its rights and protections relative to the Trust.


 


The
Certificate Administrator shall be entitled to all of the same rights, protections, immunities and indemnities afforded to it
as Certificate Administrator, as the case may be, in each capacity for which it serves hereunder (including, without limitation,
as Custodian, Certificate Registrar, 17g-5 Information Provider and Authenticating Agent).


 


Section 8.03       
Trustee and Certificate Administrator Not Liable for Validity or Sufficiency of Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates, other than the acknowledgments of the Trustee or the Certificate Administrator in


 



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 Sections 
2.02 and 2.04 and the signature, if any, of the Certificate Registrar and Authenticating Agent set forth on any outstanding
Certificate, shall be taken as the statements of the Depositor, the Master Servicer or the Special Servicer, as the case may be,
and the Trustee or the Certificate Administrator assume no responsibility for their correctness. Neither the Trustee nor the Certificate
Administrator makes any representations as to the validity or sufficiency of this Agreement or of any Certificate (other than
as to the signature, if any, of the Trustee or the Certificate Administrator set forth thereon) or of any Mortgage Loan or related
document. Neither the Trustee nor the Certificate Administrator shall be accountable for the use or application by the Depositor
of any of the Certificates issued to it or of the proceeds of such Certificates, or for the use or application of any funds paid
to the Depositor in respect of the assignment of the Mortgage Loans to the Trust, or any funds deposited in or withdrawn from
the Collection Account or any other account by or on behalf of the Depositor, the Master Servicer, the Special Servicer or in
the case of the Trustee, the Certificate Administrator. The Trustee and the Certificate Administrator shall not be responsible
for the accuracy or content of any resolution, certificate, statement, opinion, report, document, order or other instrument furnished
by the Depositor, the Master Servicer or the Special Servicer and accepted by the Trustee or the Certificate Administrator, in
good faith, pursuant to this Agreement.


 


Section 8.04       
Trustee or Certificate Administrator May Own Certificates. The Trustee or the Certificate Administrator, each in its individual
capacity, not as Trustee or Certificate Administrator, may become the owner or pledgee of Certificates, and may deal with the
Depositor, the Master Servicer, the Special Servicer or the Underwriters in banking transactions, with the same rights it would
have if it were not Trustee or the Certificate Administrator.


 


Section 8.05       
Fees and Expenses of Trustee and Certificate Administrator; Indemnification of Trustee and Certificate Administrator. (a)  As
compensation for the performance of their respective duties hereunder, the Trustee will be paid the Trustee Fee, which shall cover
recurring and otherwise reasonably anticipated expenses of the Trustee, and the Certificate Administrator will be paid the Certificate
Administrator Fee equal to the Certificate Administrator’s portion of one month’s interest at the Certificate Administrator
Fee Rate, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Trustee
Fee and Certificate Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. As to each Mortgage Loan
and REO Loan (other than the portion of an REO Loan related to any Companion Loan), the Certificate Administrator shall pay to
the Trustee monthly the Trustee Fee from the Certificate Administrator Fee, which Certificate Administrator Fee shall accrue from
time to time at the Certificate Administrator Fee Rate and the Certificate Administrator Fee shall be computed on the basis of
the Stated Principal Balance of such Mortgage Loan and a 360-day year consisting of twelve 30-day months. The Trustee Fee (which
shall not be limited to any provision of law in regard to the compensation of a trustee of an express trust) shall constitute
the Trustee’s sole form of compensation for all services rendered by it in the execution of the trusts hereby created and
in the exercise and performance of any of the powers, rights and duties of the Trustee hereunder, except for the reimbursement
of expenses specifically provided for herein. The Certificate Administrator Fee shall constitute the Certificate Administrator’s
sole form of compensation for the exercise and performance of its powers and duties hereunder, except for the reimbursement of
expenses


 



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 specifically provided for herein. No Trustee Fee or Certificate Administrator Fee shall be payable with respect to any
Companion Loan.


 


(b)        
The Trustee, the Certificate Administrator (in each case, including in its capacity as Custodian and in its individual
capacity) and any director, officer, employee, representative or agent of the Trustee and the Certificate Administrator,
respectively, shall be entitled to be indemnified and held harmless by the Trust (to the extent of amounts on deposit in the
Collection Account or the Lower-Tier REMIC Distribution Account, as applicable, from time to time) against any loss,
liability or expense (including, without limitation, costs and expenses of litigation, and of investigation, counsel fees,
damages, judgments and amounts paid in settlement, and expenses incurred in becoming successor master servicer or successor
special servicer, to the extent not otherwise paid hereunder) arising out of, or incurred in connection with, any act or
omission of the Trustee or the Certificate Administrator, respectively, relating to its enforcement of its indemnification
under this Agreement or relating to the exercise and performance of any of the powers, rights and duties of the Trustee or
the Certificate Administrator, respectively, hereunder; provided, however, that none of the Trustee or the
Certificate Administrator, nor any of the other above specified Persons shall be entitled to indemnification pursuant to this Section 8.05(b)
for (i) allocable overhead, (ii) expenses or disbursements incurred or made by or on behalf of the Trustee or the
Certificate Administrator, respectively, in the normal course of the Trustee or the Certificate Administrator, respectively,
performing its duties in accordance with any of the provisions hereof, which are not “unanticipated expenses incurred
by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii), (iii) any expense or
liability specifically required to be borne thereby pursuant to the terms hereof or (iv) any loss, liability or expense
incurred by reason of willful misconduct, bad faith or negligence in the performance of the Trustee’s or the
Certificate Administrator’s, respectively, obligations and duties hereunder, or by reason of negligent disregard of
such obligations or duties, or as may arise from a breach of any representation or warranty of the Trustee specified in Section 8.12
or the Certificate Administrator specified in Section 8.14, respectively, made herein. The provisions of
this Section 8.05(b) shall survive the termination of this Agreement and any resignation or removal of the
Trustee or the Certificate Administrator, respectively, and appointment of a successor thereto. The foregoing indemnity shall
also apply to the Certificate Administrator in all of its capacities hereunder, including Custodian, Certificate Registrar
and Authenticating Agent.


 


(c)        
Each of the Certificate Administrator, Master Servicer and Special Servicer shall indemnify and hold harmless the Depositor (and,
with respect to Certificate Administrator, the Mortgage Loan Sellers) from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
(and, with respect to the Certificate Administrator, any Mortgage Loan Seller or its Affiliates) pursuant to a third party claim
under the Securities Act, the Exchange Act or otherwise that arise out of or are based upon (A)(i) with respect to the Certificate
Administrator, a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider or in any other capacity
in which the Certificate Administrator is required to make information available to a Privileged Person that is an NRSRO, of its
obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator,
in its capacity as 17g-5 Information Provider or in any other capacity in which the Certificate Administrator is required to make
information available to a Privileged Person that is


 



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 an NRSRO, in the performance of such obligations or its negligent disregard
of its obligations and duties under this Agreement or (B) with respect to the Master Servicer and Special Servicer, severally
and not jointly (i) a breach by the Master Servicer or the Special Servicer, as applicable, of any of its obligations to deliver
information to the 17g-5 Information Provider as set forth in this Agreement, including Section 3.07(a), Section 3.08,
Section 3.09(e), Section 3.12, Section 3.17(c), Section 3.18(g), Section 11.09,
Section 11.10 and Section 11.11, or (ii) a breach by the Master Servicer or the Special Servicer, as applicable,
of any of its obligations set forth in Sections 3.13(d), (g) and (i).


 


Section 8.06       
Eligibility Requirements for Trustee and Certificate Administrator. Each of the Trustee and the Certificate Administrator
hereunder shall at all times be, and will be required to resign if it fails to be, (i) a corporation, national bank, national
banking association or a trust company, organized and doing business under the laws of any state or the United States of America,
authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement, having a
combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority
and in the case of the Trustee, shall not be an Affiliate of the Master Servicer or the Special Servicer (except during any period
when the Trustee is acting as, or has become successor to, the Master Servicer or the Special Servicer, as the case may be, pursuant
to Section 7.02), (ii) an institution insured by the Federal Deposit Insurance Corporation, (iii) an institution
whose long-term senior unsecured debt is rated at least “A” by Fitch; provided that the Trustee will not become
ineligible to serve based on a failure to satisfy such rating requirements as long as (a) it maintains a long-term unsecured
debt rating of no less than “A” by Fitch, (b) its short-term debt obligations have a short-term rating of not less
than “F1” by Fitch, and (c) the Master Servicer maintains a long-term unsecured debt rating of at least “A+”
by Fitch and (d) an entity that is not a Prohibited Party.


 


If
such corporation, national bank or national banking association publishes reports of condition at least annually, pursuant to
law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this Section 8.06
the combined capital and surplus of such corporation, national bank or national banking association shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published. In the event the place of business
from which the Certificate Administrator administers the Trust REMICs or the Grantor Trust or in which the Trustee’s office
is located is in a state or local jurisdiction that imposes a tax on the Trust on the net income of a REMIC (other than a tax
corresponding to a tax imposed under the REMIC Provisions) or a grantor trust, the Certificate Administrator or the Trustee, as
applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in Section 8.07,
(ii) pay such tax at no expense to the Trust or (iii) administer the Trust REMICs and/or the Grantor Trust, as applicable,
from a state and local jurisdiction that does not impose such a tax.


 


Section 8.07       
Resignation and Removal of the Trustee and Certificate Administrator. (a)  The Trustee and the Certificate Administrator
may at any time resign and be discharged from the trusts hereby created by giving not less than sixty (60) days’ prior written
notice thereof to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable,
the Asset Representations Reviewer, 17g-5 Information Provider, and all Certificateholders. The Certificate Administrator shall
post such


 



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 notice to the Certificate Administrator’s Website in accordance with Section 3.13(b) and provide notice
of such event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall promptly
post such notice to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c). Upon receiving
such notice of resignation, the Depositor shall use its reasonable best efforts to promptly appoint a successor trustee or certificate
administrator by written instrument, in duplicate, which instrument shall be delivered to the resigning Trustee or Certificate
Administrator and to the successor trustee or certificate administrator. A copy of such instrument shall be delivered to the Master
Servicer, the Special Servicer, the Certificateholders and the Certificate Administrator or the Trustee, as applicable, by the
Depositor. In the event of a resignation pursuant to this Section 8.07(a), the resigning Trustee or Certificate Administrator,
as the case may be, must pay all costs and expenses associated with the transfer of its responsibilities. If no successor trustee
or certificate administrator shall have been so appointed and have accepted appointment within ninety (90) days after the giving
of such notice of resignation, the resigning Trustee or Certificate Administrator may petition any court of competent jurisdiction
for the appointment of a successor trustee or certificate administrator, as applicable, and any expenses associated with such
petition shall be an expense of the Trust.


 


(b)        
If at any time the Trustee or Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06
(and in the case of the Certificate Administrator, Section 5.08) and shall fail to resign after written request
therefor by the Depositor or the Master Servicer, or if at any time the Trustee or Certificate Administrator shall become incapable
of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of its
property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate Administrator
(if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or the Special Servicer
to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s or Certificate Administrator’s,
as applicable, reasonable control), to timely publish any report to be delivered, published or otherwise made available by the
Certificate Administrator pursuant to Section 4.02 and such failure shall continue unremedied for a period of five
(5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section 4.01 or Section 9.01,
then the Depositor may remove the Trustee or Certificate Administrator, as applicable, and appoint a successor trustee or certificate
administrator acceptable to the Master Servicer, by written instrument, in duplicate, which instrument shall be delivered to the
Trustee or Certificate Administrator so removed and to the successor trustee or certificate administrator in the case of the removal
of the Trustee or Certificate Administrator. A copy of such instrument shall be delivered to the Master Servicer, the Special
Servicer and the Certificateholders by the Depositor. If no successor trustee or certificate administrator has accepted an appointment
within ninety (90) days after the giving of notice of removal, the removed trustee or certificate administrator, as applicable,
may petition any court of competent jurisdiction to appoint a successor trustee or certificate administrator, as applicable, and
such petition shall be an expense of the Trust. In the event of any such termination with cause pursuant to this Section 8.07(b),
the successor trustee or certificate administrator, as applicable, shall be responsible for all costs and expenses necessary to
effect the transfer of responsibilities from its predecessor.


 






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(c)        
The Holders of Certificates entitled to at least 50% of the Voting Rights may at any time upon thirty (30) days’ prior written
notice, with or without cause, remove the Trustee or Certificate Administrator and appoint a successor trustee or certificate
administrator by written instrument or instruments, in triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Master Servicer, one complete set to the Trustee or Certificate
Administrator so removed and one complete set to the successor so appointed. A copy of such instrument shall be delivered to the
Depositor, the Special Servicer and the remaining Certificateholders by the Master Servicer. In the event of any such termination
without cause pursuant to this Section 8.07(c), the successor trustee or certificate administrator, as applicable,
shall be responsible for all costs and expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(d)        
Any resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor trustee or certificate administrator as provided in Section 8.08 and (ii) the Certificate Administrator
shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed
with respect to any related Companion Loan.


 


If
the same party is acting as Trustee and Certificate Administrator pursuant to this Agreement, any removal of either such party
in its capacity as Trustee or Certificate Administrator, as applicable, shall also result in such party’s removal in its
capacity as Trustee or Certificate Administrator, as applicable, and the Depositor shall appoint a successor certificate administrator
and a successor trustee, in each instance meeting the eligibility requirements set forth hereunder.


 


Upon
any succession of the Trustee or Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator
shall be entitled to the payment of accrued and unpaid compensation and reimbursement as provided for under this Agreement for
services rendered and expenses incurred (including without limitation, unreimbursed Advances). No Trustee or Certificate Administrator
shall be personally liable for any action or omission of any successor trustee or certificate administrator.


 


(e)        
Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the
termination of the Trustee, (a) the outgoing Trustee shall (i) endorse the original executed Mortgage Note for each
Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed to the outgoing trustee),
without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered
Holders of Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 or in blank, and
(ii) in the case of the other assignable Mortgage Loan documents (to the extent such other Mortgage Loan documents were assigned
to the outgoing trustee), assign such Mortgage Loan documents to such successor, and such successor shall review the documents
delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan
then subject to this Agreement, such endorsement and assignment has been made; (b) if any original executed Mortgage Note
for a Mortgage Loan was not endorsed to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release,
deliver such Mortgage Note to the


 



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 Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor
shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or
warranty, express or implied) to the order of the successor, as trustee for the registered Holders of Benchmark 2020-IG1 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 or in blank; provided, however, that, notwithstanding
anything to the contrary herein, to the extent any such endorsement of such Mortgage Note requires the signature of the related
Mortgage Loan Seller in order to comply with the foregoing, then the Master Servicer shall use reasonable efforts to cause the
related Mortgage Loan Seller to execute such endorsement; (c) if any other assignable Mortgage Loan document was not assigned
to the outgoing trustee, the Custodian shall, upon its receipt of a Request for Release, deliver such Mortgage Loan document to
the Depositor or the successor trustee, as requested, and the Master Servicer and the Depositor shall cooperate with any successor
trustee to ensure that such Mortgage Loan document is assigned to such successor trustee; and (d) in any case, such successor
trustee shall review the documents delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing
that, as to each Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made or, in the event
such endorsement or assignment cannot be made for any reason, to note the same in such certification.


 


(f)         
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.


 


Section 8.08       
Successor Trustee or Certificate Administrator. (a)  Any successor trustee or certificate administrator appointed
as provided in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special
Servicer and to its predecessor Trustee or Certificate Administrator an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator shall become effective and such successor trustee
or certificate administrator without any further act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator
herein. The predecessor Trustee shall deliver to the successor trustee all Mortgage Files and related documents and statements
held by it hereunder (other than any Mortgage Files at the time held on its behalf by a Custodian, which Custodian, at Custodian’s
option shall become the agent of the successor trustee), and the Depositor, the Master Servicer, the Special Servicer and the
predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required to more
fully and certainly vest and confirm in the successor trustee all such rights, powers, duties and obligations, and to enable the
successor trustee to perform its obligations hereunder.


 


(b)        
No successor trustee or successor certificate administrator shall, as applicable, accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor trustee or successor certificate administrator, as applicable, shall
be eligible under the provisions of Section 8.06.


 


(c)        
Upon acceptance of appointment by a successor trustee or successor certificate administrator as provided in this Section 8.08,
the Master Servicer shall deliver notice of the succession of such Trustee or Certificate Administrator, as applicable, to the
Depositor and


 



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 the Certificateholders. If the Master Servicer fails to deliver such notice within ten (10) days after acceptance
of appointment by the successor trustee or successor certificate administrator, as applicable, such successor trustee or successor
certificate administrator shall cause such notice to be delivered at the expense of the Master Servicer.


 


Section 8.09       
Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which it may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder; provided that, in the case of the Trustee, such successor person shall be eligible
under the provisions of Section 8.06, without the execution or filing of any paper or any further act on the part
of any of the parties hereto, anything herein to the contrary notwithstanding. The Certificate Administrator shall post such notice
to the Certificate Administrator’s Website in accordance with Section 3.13(b) and shall provide notice of such
event to the Master Servicer, the Special Servicer, the Depositor and the 17g-5 Information Provider, which shall post such notice
to the 17g-5 Information Provider’s Website in accordance with Section 3.13(c).


 


Section 8.10       
Appointment of Co-Trustee or Separate Trustee. (a)  Notwithstanding any other provisions hereof, at any time, for the purpose of meeting any legal requirements of
any jurisdiction in which any part of the Trust Fund or property securing the same may at the time be located or for enforcement
actions or where a conflict of interest exists, the Master Servicer and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee or co-trustees,
jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust, or any part thereof, and, subject to the other provisions of this
Section 8.10, such powers, duties, obligations, rights and trusts as the Master Servicer and the Trustee may consider
necessary or desirable. If the Master Servicer shall not have joined in such appointment within fifteen (15) days after the receipt
by it of a request to do so, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone
shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 8.06 hereunder and no notice to Holders of Certificates of the
appointment of co-trustee(s) or separate trustee(s) shall be required under Section 8.08 hereof. All co-trustee fees
shall be payable out of the Trust Fund.


 


(b)        
In the case of any appointment of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers,
duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by
the Trustee and such separate trustee or co-trustee jointly, except to the extent that under any law of any jurisdiction in which
any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer or the Special
Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such


 



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 jurisdiction) shall
be exercised and performed by such separate trustee or co-trustee at the direction of the Trustee.


 


(c)        
Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall
refer to this Agreement and the conditions of this Article VIII. Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly
with the Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including
every provision of this Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee.
Every such instrument shall be filed with the Trustee.


 


(d)        
Any separate trustee or co-trustee may, at any time, constitute the Trustee, its agent or attorney-in-fact, with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in
its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates,
properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without
the appointment of a new or successor trustee.


 


(e)        
The appointment of a co-trustee or separate trustee under this Section 8.10 shall not relieve the Trustee of its duties
and responsibilities hereunder.


 


Section 8.11       
Appointment of Custodians. The Certificate Administrator is hereby appointed as the Custodian to hold all or a portion
of the Mortgage Files. The Custodian shall be a depository institution subject to supervision by federal or state authority, shall
have combined capital and surplus of at least $15,000,000 and shall be qualified to do business in the jurisdiction in which it
holds any Mortgage File. The Custodian shall be subject to the same obligations and standard of care as would be imposed on the
Certificate Administrator hereunder in connection with the retention of Mortgage Files directly by the Certificate Administrator.
Upon termination or resignation of the Custodian, the Certificate Administrator may appoint another Custodian meeting the foregoing
requirements. The appointment of one or more Custodians by the Certificate Administrator shall not relieve the Certificate Administrator
from any of its obligations hereunder, and the Certificate Administrator shall remain responsible for all acts and omissions of
any Custodian other than the initial Custodian. Any Custodian appointed hereunder must maintain a fidelity bond and errors and
omissions policy in an amount customary for Custodians which serve in such capacity in commercial mortgage loan securitization
transactions, or may self-insure.


 


Section 8.12       
Representations and Warranties of the Trustee. The Trustee hereby represents and warrants to the Depositor, the Master
Servicer, the Special Servicer, the Asset Representations Reviewer, each Serviced Companion Noteholder and the Certificate Administrator
for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)         
The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America;


 






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(ii)        
The execution and delivery of this Agreement by the Trustee, and the performance and compliance with the terms of this Agreement
by the Trustee, will not violate the Trustee’s charter and by-laws or constitute a default (or an event which, with notice
or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument
to which it is a party or which is applicable to it or any of its assets;


 


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


 


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


 


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


 


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


 


(vii)       No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Trustee, or compliance by the Trustee with, this Agreement or the consummation of the transactions contemplated
by this Agreement, except for any consent, approval, authorization or order which has not been obtained or cannot be obtained
prior to the actual performance by the Trustee of its obligations under this Agreement, and which, if not obtained would not have
a materially adverse effect on the ability of the Trustee to perform its obligations hereunder.


 


Section 8.13       
Provision of Information to Certificate Administrator, Master Servicer and Special Servicer. The Master Servicer shall
promptly, upon request, provide the Special Servicer and the Certificate Administrator with notice of any change in the identity
and/or contact information of any Serviced Companion Noteholder (to the extent it receives


 



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 written notice of such change). The
Certificate Administrator, Master Servicer and Special Servicer may each conclusively rely on the information provided to them
regarding identity and/or contact information regarding any Serviced Companion Noteholder, and the Certificate Administrator,
Master Servicer and Special Servicer, as applicable, shall have no liability for notices not sent to the correct Serviced Companion
Noteholders or any obligation to determine the identity and/or contact information of the Serviced Companion Noteholders to the
extent updated or correct information regarding the holders of any of the Serviced Companion Noteholders or the most recent identity
and/or contact information regarding any of the Serviced Companion Noteholders has not been provided to the Certificate Administrator,
Master Servicer or Special Servicer, as applicable.


 


Section 8.14       
Representations and Warranties of the Certificate Administrator. The Certificate Administrator hereby represents and warrants
to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, each Serviced Companion Noteholder,
and the Trustee, for the benefit of the Certificateholders, as of the Closing Date, that:


 


(i)         
The Certificate Administrator is a national banking association duly organized under the laws of the United States of America,
duly organized, validly existing and in good standing under the laws thereof;


 


(ii)        
The execution and delivery of this Agreement by the Certificate Administrator, and the performance and compliance with the terms
of this Agreement by the Certificate Administrator, will not violate the Certificate Administrator’s charter and by-laws
or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result
in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its
assets;


 


(iii)       
The Certificate Administrator has the full power and authority to enter into and consummate all transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)        This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Certificate Administrator, enforceable against the Certificate Administrator in accordance with
the terms hereof, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the
enforcement of creditors’ rights generally and the rights of creditors of national banking associations specifically and
(b) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;


 


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


 



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Certificate Administrator to perform its obligations under this Agreement or the financial condition of the Certificate
Administrator;


 


(vi)        No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit the Certificate Administrator from entering into this Agreement or, in the Certificate Administrator’s
good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Certificate Administrator
to perform its obligations under this Agreement or the financial condition of the Certificate Administrator; and


 


(vii)       No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery
and performance by the Certificate Administrator, or compliance by the Certificate Administrator with, this Agreement or the consummation
of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has not been
obtained or cannot be obtained prior to the actual performance by the Certificate Administrator of its obligations under this
Agreement, and which, if not obtained would not have a materially adverse effect on the ability of the Certificate Administrator
to perform its obligations hereunder.


 


Section 8.15       
Compliance with the PATRIOT Act. In order to comply with the laws, rules, regulations and executive orders in effect from
time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering
(“Applicable Laws”), each of the Trustee, the Certificate Administrator, the Special Servicer and the Master
Servicer is required to obtain, verify and record certain information relating to individuals and entities which maintain a business
relationship with the Trustee, the Certificate Administrator, the Special Servicer or the Master Servicer, as applicable. Accordingly,
each of the parties to this Agreement agrees to provide to the Trustee, the Certificate Administrator, the Special Servicer and
the Master Servicer, upon its respective reasonable request from time to time such identifying information and documentation as
may be available for such party in order to enable the Trustee, the Certificate Administrator, the Special Servicer and the Master
Servicer to comply with Applicable Laws.


 


[End
of Article VIII]


 


Article IX



TERMINATION


 


Section 9.01       
Termination upon Repurchase or Liquidation of All Mortgage Loans. Subject to this Section 9.01, the Trust and
the respective obligations and responsibilities under this Agreement of the Certificate Administrator (other than (i) any obligations
of the parties hereto under this Article IX, (ii) the obligations of the Certificate Administrator to provide for and make payments
to Certificateholders as hereafter set forth and (iii) the indemnification rights and obligations of the parties hereto), the
Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Trustee, shall terminate upon
payment (or provision for payment) to the Certificateholders of all amounts held by the


 



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Certificate Administrator and required
hereunder to be so paid on the Distribution Date following the earlier to occur of the final payment (or related Advance)
or other liquidation of the last Mortgage Loan and REO Property (as applicable) subject hereto; provided, however,
that in no event shall the Trust created hereby continue beyond the expiration of twenty-one (21) years from the death of the
last survivor of the descendants of Joseph P. Kennedy, the late ambassador of the United States to the Court of St. James’s,
living on the date hereof. Upon termination of the Trust pursuant to clause (i) of the immediately preceding sentence, the Custodian
shall release or cause to be released to the Servicer, at the address provided in Section 13.05 of this Agreement or to
such other address designated by the Servicer in writing, any Mortgage Files remaining in its possession.


 


The
obligations and responsibilities under this Agreement of the Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Certificate Administrator and the Companion Paying Agent shall terminate with respect to any Companion Loan to the extent
(i) its related Serviced Mortgage Loan has been paid in full or is no longer part of the Trust Fund and (ii) no amounts
payable by the related Companion Holder to or for the benefit of the Trust or any party hereto in accordance with the related
Intercreditor Agreement remain due and owing.


 


Notice
of any termination pursuant to this Section 9.01 shall be given promptly by the Certificate Administrator by letter
to the Certificateholders, each Serviced Companion Noteholder and the 17g-5 Information Provider in accordance with the provisions
of Section 3.13(c) (who shall promptly post a copy of such additional notice on the 17g-5 Information Provider’s
Website in accordance with the provisions of Section 3.13(c)) and, if not previously notified pursuant to this Section 9.01,
to the other parties hereto mailed during the month of such final distribution on or before the P&I Advance Determination
Date in such month, in each case specifying (i) the Distribution Date upon which the Trust will terminate and final payment
of the Certificates will be made, (ii) the amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates
at the offices of the Certificate Registrar or such other location therein designated.


 


After
transferring the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges distributable
to the Regular Certificates pursuant to Section 4.01(e) to the Upper-Tier REMIC Distribution Account, in each case
pursuant to Section 3.04(b) and upon presentation and surrender of the Certificates by the Certificateholders on the
final Distribution Date, the Certificate Administrator shall distribute to each Certificateholder so presenting and surrendering
its Certificates (i) such Certificateholder’s Percentage Interest of that portion of the amounts then on deposit in
the Upper-Tier REMIC Distribution Account that are allocable to payments on the Class of Certificates so presented, (ii) any
remaining amounts of Prepayment Premiums and Yield Maintenance Charges distributable to the Holders of the Class X-A and
Class X-B Certificates pursuant to Section 4.01(e), (iii) to the Holders of the Class D Certificates so presented,
the Non-VRR Percentage of any remaining amounts on deposit in the Excess Interest Distribution Account, (iv) to the Holders of
the Class VRR Interest Certificates, the VRR Percentage of any remaining amounts on deposit in the Excess Interest Distribution
Account and (v) any remaining amount shall be distributed to the Class R Certificates in respect of the Class LR
Interest or the Class UR Interest, as applicable. Amounts transferred from the Lower-Tier REMIC Distribution Account


 



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to the
Upper-Tier REMIC Distribution Account as of the final Distribution Date, shall be distributed in termination and liquidation of
the Lower-Tier Regular Interests and the Class LR Interest in accordance with Sections 4.01(a), 4.01(c),
4.01(e) and 4.01(f). Any funds not distributed on such Distribution Date shall be set aside and held uninvested
in trust for the benefit of the Certificateholders not presenting and surrendering their Certificates in the aforesaid manner
and shall be disposed of in accordance with this Section 9.01 and Section 4.01(h).


 


Section 9.02       
[Reserved].


 


[End
of Article IX]


 


Article X



ADDITIONAL REMIC PROVISIONS


 


Section 10.01    
REMIC Administration. (a)  The Certificate Administrator shall make elections or cause elections to be made to
treat each Trust REMIC as a REMIC under the Code and, if necessary, under Applicable State and Local Tax Law. Each such election
will be made on Form 1066 or other appropriate federal tax return for the taxable year ending on the last day of the calendar
year in which the Lower-Tier Regular Interests and the Certificates are issued. For the purposes of the REMIC election in respect
of the Upper-Tier REMIC, each Class of the Regular Certificates (exclusive of the portion of the Class D Certificates representing
an interest in the Grantor Trust) shall be designated as a class of “regular interests” and the Class UR Interest
shall be designated as the sole class of “residual interests” in the Upper-Tier REMIC. For purposes of the REMIC election
in respect of the Lower-Tier REMIC, each Class of Lower-Tier Regular Interests shall be designated as a class of “regular
interests” and the Class LR Interest shall be designated as the sole class of “residual interests” in the
Lower-Tier REMIC. None of the Special Servicer, the Master Servicer or the Trustee shall permit the creation of any “interests”
(within the meaning of Section 860G of the Code) in any Trust REMIC other than the foregoing interests.


 


(b)        
The Closing Date is hereby designated as the “startup day” (“Startup Day”) of each Trust REMIC
within the meaning of Section 860G(a)(9) of the Code.


 


(c)        
The Certificate Administrator shall act on behalf of each Trust REMIC in relation to any tax matter or controversy involving either
such REMIC and shall represent each such REMIC in any administrative or judicial proceeding relating to an examination or audit
by any governmental taxing authority with respect thereto. The legal expenses, including without limitation attorneys’ or
accountants’ fees, and costs of any such proceeding and any liability resulting therefrom shall be expenses of the Trust
and the Certificate Administrator shall be entitled to reimbursement therefor out of amounts attributable to the Mortgage Loans
and any REO Properties on deposit in the Collection Account as provided by Section 3.05(a) unless such legal expenses
and costs are incurred by reason of the Certificate Administrator’s willful misconduct, bad faith or negligence. The Holder
of the Class R Certificates agree that: the Certificate Administrator shall be designated as the “partnership representative”
(within the


 



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meaning of section 6223 of the Code) of each Trust REMIC. By their acceptance thereof, the Holders of the Class R
Certificates hereby agree to such appointment and designation.


 


(d)        
The Certificate Administrator shall prepare or cause to be prepared and shall file, or cause to be filed, all of the Tax Returns
that it determines are required with respect to each Trust REMIC created hereunder, and shall cause the Trustee to sign (and the
Trustee shall timely sign) such Tax Returns in a timely manner. The ordinary expenses of preparing such returns shall be borne
by the Certificate Administrator without any right of reimbursement therefor.


 


(e)        
The Certificate Administrator shall provide or cause to be provided (i) to any Transferor of a Class R Certificate such
information as is necessary for the application of any tax relating to the transfer of such Class R Certificate to any Person
who is a Disqualified Organization, or in the case of a Transfer to an agent thereof, to such agent, (ii) to the Certificateholders
such information or reports as are required by the Code or the REMIC Provisions including reports relating to interest, original
issue discount and market discount or premium (using the Prepayment Assumption) and (iii) to the Internal Revenue Service
a Form 8811, within thirty (30) days after the Closing Date. The Certificate Administrator shall prepare, and the Trustee
shall sign, the Form 8811.


 


(f)        
The Certificate Administrator shall take such actions and shall cause the Trust to take such actions as are reasonably within
the Certificate Administrator’s control and the scope of its duties more specifically set forth herein as shall be necessary
to maintain the status of each Trust REMIC as a REMIC under the REMIC Provisions and the Trustee shall assist the Certificate
Administrator to the extent reasonably requested by the Certificate Administrator to do so. Neither the Master Servicer nor the
Special Servicer shall knowingly or intentionally take any action, cause the Trust to take any action or fail to take (or fail
to cause to be taken) any action reasonably within its control and the scope of duties more specifically set forth herein, that,
under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause any Trust REMIC to fail to qualify
as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust (including but not limited to the
tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to
a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”)
(either such event, an “Adverse REMIC Event”) unless the Certificate Administrator receives an Opinion of Counsel
(at the expense of the party seeking to take such action or, if such party fails to pay such expense, and the Certificate Administrator
determines that taking such action is in the best interest of the Trust and the Certificateholders, at the expense of the Trust,
but in no event at the expense of the Certificate Administrator or the Trustee) to the effect that the contemplated action will
not, with respect to the Trust or any Trust REMIC created hereunder, cause the loss of such status or, unless the Certificate
Administrator determines in its sole discretion to indemnify the Trust against such tax, result in the imposition of such a tax
(not including a tax on “net income from foreclosure property”). The Trustee shall not take or fail to take any action
(whether or not authorized hereunder) as to which the Certificate Administrator has advised it in writing that it has received
an Opinion of Counsel to the effect that an Adverse REMIC Event could occur with respect to such action. The Certificate Administrator
may consult with counsel to make such written advice, and the cost of same shall be borne by the party seeking to take the action
not expressly permitted by this Agreement, but in no event at the


 



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expense of the Certificate Administrator or the Trustee. At
all times as may be required by the Code, the Certificate Administrator will to the extent within its control and the scope of
its duties more specifically set forth herein, maintain substantially all of the assets of each Trust REMIC as “qualified
mortgages” as defined in Section 860G(a)(3) of the Code and “permitted investments” as defined in Section 860G(a)(5)
of the Code.


 


(g)        
In the event that any applicable federal, state or local tax, including interest, penalties or assessments, additional
amounts or additions to tax, is imposed on any Trust REMIC, such tax shall be charged against amounts otherwise distributable
to the Holders of the Certificates, except as provided in the last sentence of this Section 10.01(g); provided
that with respect to the estimated amount of tax imposed on any “net income from foreclosure property” pursuant
to Section 860G(c) of the Code or any similar tax imposed by a state or local tax authority, the Special Servicer shall
retain in the related REO Account a reserve for the payment of such taxes in such amounts and at such times as it shall deem
appropriate (or as advised by the Certificate Administrator in writing), and shall remit to the Master Servicer such reserved
amounts as the Master Servicer shall request in order to pay such taxes. Except as provided in the preceding sentence, the
Master Servicer shall withdraw from the Collection Account sufficient funds to pay or provide for the payment of, and to
actually pay, such tax as is estimated to be legally owed by any Trust REMIC (but such authorization shall not prevent the
Certificate Administrator from contesting, at the expense of the Trust (other than as a consequence of a breach of its
obligations under this Agreement), any such tax in appropriate proceedings, and withholding payment of such tax, if permitted
by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate,
into a separate non-interest bearing account, the net income from any “prohibited transaction” under
Section 860F(a) of the Code or the amount of any taxable contribution to any Trust REMIC after the Startup Day that is
subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such
prohibited transactions tax. To the extent that any such tax (other than any such tax paid in respect of “net income
from foreclosure property”) is paid to the Internal Revenue Service or applicable state or local tax authorities, the
Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of
Class R Certificates (as applicable) and shall distribute such retained amounts, (x) in the case of the
Lower-Tier Regular Interests, to the Upper-Tier REMIC to the extent they are fully reimbursed for any Realized Losses arising
therefrom and then to the Holders of the Class R Certificates in respect of the Class LR Interest in the manner
specified in Section 4.01(c) and (y) in the case of the Upper-Tier REMIC, to the Holders of the Principal
Balance Certificates in the manner specified in Section 4.01(a), to the extent they are fully reimbursed for any
Realized Losses arising therefrom and then to the Holders of the Class R Certificates in respect of the Class UR
Interest. None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall be
responsible for any taxes imposed on any Trust REMIC except to the extent such taxes arise as a consequence of a breach of
their respective obligations under this Agreement which breach constitutes willful misconduct, bad faith, or negligence by
such party.


 


(h)        
The Certificate Administrator shall, for federal income tax purposes, maintain or cause to be maintained books and records with
respect to each Trust REMIC on a calendar year and on an accrual basis or as otherwise may be required by the REMIC Provisions.


 






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(i)         
Following the Startup Day, neither the Certificate Administrator nor the Trustee shall accept any contributions of assets to any
Trust REMIC unless the Certificate Administrator and the Trustee shall have received an Opinion of Counsel (at the expense of
the party seeking to make such contribution) to the effect that the inclusion of such assets in such Trust REMIC will not cause
an Adverse REMIC Event to occur.


 


(j)         
Neither the Certificate Administrator nor the Trustee shall enter into any arrangement by which the Trust or any Trust REMIC will
receive a fee or other compensation for services nor permit the Trust or any Trust REMIC to receive any income from assets other
than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or “permitted investments”
as defined in Section 860G(a)(5) of the Code.


 


(k)        
Solely for the purposes of Treasury Regulations Section 1.860G-1(a)(4)(iii), the “latest possible maturity date”
by which the Certificate Balance or Notional Amount of each Class of Regular Certificates and by which the Lower-Tier Principal
Amount of each Class of Lower-Tier Regular Interests would be reduced to zero is the date that is the Rated Final Distribution
Date.


 


(l)         
None of the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, shall sell,
dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the default, imminent default or
foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by
foreclosure or deed in lieu of foreclosure, (ii) the bankruptcy of the Trust, (iii) the termination of the Trust
pursuant to Article IX of this Agreement or (iv) a purchase of Mortgage Loans pursuant to Article II
or Article III of this Agreement) or acquire any assets for the Trust or any Trust REMIC or sell or dispose of
any investments in the Collection Account or the REO Account for gain unless it has received an Opinion of Counsel that such
sale, disposition or substitution will not (a) affect adversely the status of any Trust REMIC as a REMIC or
(b) unless the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, has
determined in its sole discretion to indemnify the Trust against such tax, cause the Trust or any Trust REMIC to be subject
to a tax on “prohibited transactions” pursuant to the REMIC Provisions.


 


(m)        The Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Section 6221 of the
Code (or successor provisions) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of
the Code (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that would otherwise be
imposed on any Holder of Class R Certificate, past or present. Each Holder of Class R Certificate agrees, by acquiring
such Certificate, to any such elections.


 


Section 10.02   
Use of Agents. (a)  The Trustee shall execute all of its obligations and duties under this Article X
through its Corporate Trust Office. The Trustee may execute any of its obligations and duties under this Article X
either directly or by or through agents or attorneys. The Trustee shall not be relieved of any of its duties or obligations
under this Article X by virtue of the appointment of any such agents or attorneys.


 






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(b)        
The Certificate Administrator may execute any of its obligations and duties under this Article X either directly or
by or through agents or attorneys. The Certificate Administrator shall not be relieved of any of its duties or obligations under
this Article X by virtue of the appointment of any such agents or attorneys.


 


Section 10.03   
Depositor, Master Servicer and Special Servicer to Cooperate with Certificate Administrator. (a)  The Depositor
shall provide or cause to be provided to the Certificate Administrator within ten (10) days after the Depositor receives a request
from the Certificate Administrator, all information or data that the Certificate Administrator reasonably determines to be relevant
for tax purposes as to the valuations and issue prices of the Certificates, including, without limitation, the price, yield, Prepayment
Assumptions and projected cash flow of the Certificates.


 


(b)        
The Master Servicer and the Special Servicer shall each furnish such reports, certifications and information, and upon reasonable
notice and during normal business hours, access to such books and records maintained thereby, as may relate to the Certificates
or the Trust and as shall be reasonably requested by the Certificate Administrator in order to enable it to perform its duties
hereunder.


 


Section 10.04   
Appointment of REMIC Administrators. (a)  The Certificate Administrator may appoint at the Certificate Administrator’s
expense, one or more REMIC Administrators, which shall be authorized to act on behalf of the Certificate Administrator in performing
the functions set forth in Section 10.01 herein. The Certificate Administrator shall cause any such REMIC Administrator
to execute and deliver to the Certificate Administrator an instrument in which REMIC Administrator shall agree to act in such
capacity, with the obligations and responsibilities herein. The appointment of a REMIC Administrator shall not relieve the Certificate
Administrator from any of its obligations hereunder, and the Certificate Administrator shall remain responsible and liable for
all acts and omissions of the REMIC Administrator. Each REMIC Administrator must be acceptable to the Certificate Administrator
and must be organized and doing business under the laws of the United States of America or of any State and be subject to supervision
or examination by federal or state authorities. In the absence of any other Person appointed in accordance herewith acting as
REMIC Administrator, the Certificate Administrator hereby agrees to act in such capacity in accordance with the terms hereof.
If Wells Fargo Bank, National Association is removed as Certificate Administrator, then Wells Fargo Bank, National Association
shall be terminated as REMIC Administrator.


 


(b)        
Any Person into which any REMIC Administrator may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion, or consolidation to which any REMIC Administrator shall be a party, or any Person succeeding to the
corporate agency business of any REMIC Administrator, shall continue to be the REMIC Administrator without the execution or filing
of any paper or any further act on the part of the Certificate Administrator or the REMIC Administrator.


 


(c)        
Any REMIC Administrator may at any time resign by giving at least thirty (30) days’ advance written notice of resignation
to the Trustee, the Certificate Registrar, the Certificate Administrator, the Master Servicer, the Special Servicer and the Depositor.
The Certificate Administrator may at any time terminate the agency of any REMIC Administrator by


 



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giving written notice of termination
to such REMIC Administrator, the Master Servicer, the Certificate Registrar and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time any REMIC Administrator shall cease to be eligible in accordance with the provisions
of this Section 10.04, the Certificate Administrator may appoint a successor REMIC Administrator, in which case the
Certificate Administrator shall give written notice of such appointment to the Master Servicer, the Trustee and the Depositor
and shall mail notice of such appointment to all Certificateholders; provided, however, that no successor REMIC
Administrator shall be appointed unless eligible under the provisions of this Section 10.04. Any successor REMIC Administrator
upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its
predecessor hereunder, with like effect as if originally named as REMIC Administrator. No REMIC Administrator shall have responsibility
or liability for any action taken by it as such at the direction of the Certificate Administrator.


 


[End
of Article X]


 


Article XI



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 11.01   
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article XI
of this Agreement is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and the related rules and regulations of the Commission.
The Depositor shall not exercise its rights to request delivery of information or other performance under these provisions other
than in reasonable good faith, or for purposes other than compliance with the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and, in each case, the rules and regulations of the Commission thereunder. The parties hereto acknowledge that interpretations
of the requirements of Regulation AB may change over time, due to interpretive guidance provided by the Commission or its
staff, and agree to comply with requests made by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization
that includes a Serviced Companion Loan) in good faith for delivery of information under these provisions on the basis of such
evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”).
In connection with the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1, and
any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, each of the Master Servicer, the Special
Servicer, the Trustee, the Custodian and the Certificate Administrator shall cooperate fully with the Depositor and the Certificate
Administrator, and any Other Depositor, Other Trustee and Other Certificate Administrator of any Other Securitization that includes
a Serviced Companion Loan, as applicable, to deliver or make available to the Depositor or the Certificate Administrator, and
any such Other Depositor, Other Trustee or Other Certificate Administrator, as applicable (including any of its assignees or designees),
any and all statements, reports, certifications, records and any other information (in its possession or reasonably attainable)
necessary in the reasonable good faith determination of the Depositor or such Other Depositor, as applicable, to permit the Depositor
or such Other Depositor, as applicable, to comply with the


 



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provisions of Regulation AB, together with such disclosures relating
to the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Asset Representations Reviewer and the Certificate
Administrator, as applicable, and any Servicing Function Participant, or the servicing of the Mortgage Loans (and the related
Serviced Companion Loan, if applicable), reasonably believed by the Depositor or the related Other Depositor to be necessary in
order to effect such compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written
request made under this Section 11.01, but in any event, shall, upon reasonable advance written request, provide information
in sufficient time to allow the Depositor and each Other Depositor to satisfy any related filing requirements. For purposes of
this Article XI, to the extent any party has an obligation to exercise commercially reasonable efforts to cause a
third party to perform, such party hereunder shall not be required to bring any legal action against such third party in connection
with such obligation.


 


Section 11.02   
Succession; Subcontractors. (a)  As a condition to the succession to the Master Servicer and Special Servicer
or to any Sub-Servicer (but only if such Sub-Servicer is a Servicing Function Participant and a servicer as contemplated by Item 1108(a)(2))
as servicer or sub-servicer under this Agreement by any Person (i) into which the Master Servicer and Special Servicer or
such Sub-Servicer may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer and
Special Servicer or to any such Sub-Servicer, the person removing and replacing the Master Servicer and Special Servicer shall
provide to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator, at least fifteen (15) calendar days
prior to the effective date of such succession or appointment (or such shorter period as is agreed to by the Depositor), (x) written
notice to the Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory
to the Depositor, all information relating to such successor reasonably requested by the Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act
are required to be filed under the Exchange Act); provided, however that if disclosing such information prior to
such effective date would violate any applicable law or confidentiality agreement, the Master Servicer, the Special Servicer or
any Additional Servicer, as the case may be, shall submit such disclosure to the Depositor no later than the first Business Day
after the effective date of such succession or appointment.


 


(b)        
Each of the Master Servicer, the Special Servicer, the Sub-Servicer, the Trustee, the Asset Representations Reviewer and the Certificate
Administrator (each of the Master Servicer, the Special Servicer, the Trustee, the Asset Representations Reviewer and the Certificate
Administrator and each Sub-Servicer, for purposes of this Section 11.02, a “Servicer”) is permitted
to utilize one or more Subcontractors to perform certain of its obligations hereunder. If such Subcontractor will be a Servicing
Function Participant, such Servicer shall promptly upon written request provide to the Depositor or any Mortgage Loan Seller (and
any Other Trustee, Other Certificate Administrator and Other Depositor related to any Other Securitization that includes a related
Serviced Companion Loan) a written description (in form and substance satisfactory to the Depositor, such Mortgage Loan Seller
or such Other Trustee, Other Certificate Administrator or Other Depositor, as applicable) of the role and function of each Subcontractor
utilized by such Servicer, specifying (i) the identity of such Subcontractor and (ii) the elements of the Servicing
Criteria that will be addressed in assessments of compliance provided by each such Subcontractor. As a condition to the


 



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utilization
by such Servicer of any Subcontractor determined to be a Servicing Function Participant, such Servicer shall (i) with respect
to any such Subcontractor engaged by such Servicer that is an Initial Sub-Servicer, use commercially reasonable efforts to cause,
and (ii) with respect to any other subcontractor with which it has entered into a servicing relationship, cause such Subcontractor
used by such Servicer for the benefit of the Depositor and the Trustee (and any Other Trustee, Other Certificate Administrator
and Other Depositor related to any Other Securitization that includes a related Serviced Companion Loan) to comply with the provisions
of Section 11.10 and Section 11.11 of this Agreement to the same extent as if such Subcontractor were
such Servicer. With respect to any Servicing Function Participant engaged by such Servicer that is an Initial Sub-Servicer, such
Servicer shall be responsible for using commercially reasonable efforts to obtain, and with respect to each other Servicing Function
Participant engaged by such Servicer, such Servicer shall obtain from each such Servicing Function Participant and deliver to
the applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered
by such Subcontractor under Section 11.10 and Section 11.11, in each case, as and when required to be
delivered. For the avoidance of doubt, the Custodian shall not be permitted to utilize any Subcontractor to perform any of its
obligations hereunder.


 


(c)        
Notwithstanding the foregoing, if a Servicer engages a Subcontractor, other than an Initial Sub-Servicer in connection with the
performance of any of its duties under this Agreement, such Servicer shall be responsible for determining whether such Subcontractor
is a “servicer” within the meaning of Item 1101 of Regulation AB and whether any such Subcontractor meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB. If a Servicer determines, pursuant to the preceding
sentence, that such Subcontractor is a “servicer” within the meaning of Item 1101 of Regulation AB and meets
the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such Subcontractor shall be deemed to be a
Sub-Servicer for purposes of this Agreement, the engagement of such Sub-Servicer shall not be effective unless and until notice
is given to the Depositor and the Certificate Administrator of any such Sub-Servicer and Sub-Servicing Agreement. Other than with
respect to the Initial Sub-Servicer, no Sub-Servicing Agreement shall be effective until fifteen (15) days after such written
notice is received by the Depositor and the Certificate Administrator (or such shorter period as is agreed to by the Depositor).
Such notice shall contain all information reasonably necessary to enable the Certificate Administrator to accurately and timely
report the event under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under the Exchange Act are
required to be filed under the Exchange Act).


 


(d)        
In connection with the succession to the Trustee under this Agreement by any Person (i) into which the Trustee may be merged
or consolidated, or (ii) which may be appointed as a successor to the Trustee, the Trustee shall deliver written notice to
the Depositor, the Certificate Administrator and the 17g-5 Information Provider, which shall promptly post such notice to the
17g-5 Information Provider’s Website pursuant to Section 3.13(c), in each case at least thirty (30) calendar
days prior to the effective date of such succession or appointment (or if such prior notice is violative of applicable law or
any applicable confidentiality agreement, no later than one (1) Business Day after such effective date of succession) and shall
furnish to the Depositor and the Certificate Administrator, in writing and in form and substance reasonably satisfactory to the
Depositor and the Certificate Administrator, all information reasonably necessary for the Certificate Administrator to accurately
and timely report, pursuant to


 



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Section 11.07, the event under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(e)        
Notwithstanding anything to the contrary contained in this Article XI, in connection with any Sub-Servicer and/or
any Mortgage Loan that is the subject of an Initial Sub-Servicing Agreement, with respect to all matters related to Regulation AB,
the Master Servicer shall not have any obligation other than to use commercially reasonable efforts to cause such Sub-Servicer
to comply with its obligations under such Initial Sub-Servicing Agreement.


 


(f)        
Any information furnished pursuant to this Section 11.02 shall also be provided, and subject to the reimbursement
of any applicable expenses under Section 11.15, to each Other Depositor and each Other Certificate Administrator (to
the extent the information relates to a party that services, specially services or is trustee for a Serviced Companion Loan) in
the same time frame as set forth in this Section 11.02.


 


Section 11.03   
Filing Obligations. (a)  The Master Servicer, the Special Servicer, the Certificate Administrator, the Asset
Representations Reviewer and the Trustee shall reasonably cooperate with the Depositor in connection with the satisfaction of
the Trust’s reporting requirements under the Exchange Act. Pursuant to Sections 11.04, 11.05, 11.06
and 11.07 of this Agreement, the Certificate Administrator shall prepare for execution by the Depositor any Forms 8-K,
10-D, ABS-EE and 10-K required by the Exchange Act, in order to permit the timely filing thereof, and the Certificate Administrator
shall file (via the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system)
such Forms executed by the Depositor.


 


Each
party hereto shall be entitled to rely on the information in the Prospectus or this Agreement with respect to the identity of
any “sponsor”, credit enhancer, derivative provider or “significant obligor” as of the Closing Date other
than with respect to itself or any information required to be provided by it or indemnified for by it pursuant to any separate
agreement.


 


(b)        
In the event that the Certificate Administrator is unable to timely file with the Commission all or any required portion of any
Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information was either
not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
will promptly notify the Depositor. In the case of Forms 10-D, ABS-EE and 10-K, the Depositor, the Master Servicer, the Certificate
Administrator and the Trustee will thereupon cooperate to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A
or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate
Administrator will, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the
Depositor, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event that
any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate Administrator
will notify the Depositor, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator
to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. Any Form 15, Form 12b-25
or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K shall be signed by an officer of the Depositor.
The parties to this Agreement acknowledge that the performance by the


 



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Certificate
Administrator of its duties under this Section 11.03 related to the timely preparation and filing of
Form 15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is
contingent upon the parties observing all applicable deadlines in the performance of their duties under Sections 11.03, 11.04, 11.05, 11.06, 11.07, 11.08, 11.09, 11.10, 11.11
and 11.16 of this Agreement. The Certificate Administrator shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any such
Form 15, Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution or file such Form 15, Form 12b-25
or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own
negligence, bad faith or willful misconduct.


 


Section 11.04   
Form 10-D and Form ABS-EE Filings. (a)  Within fifteen (15) days after each Distribution Date (subject to
permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any
Form 10-D required by the Exchange Act, in form and substance as required by the Exchange Act. The Certificate Administrator
shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto. Any disclosure in addition
to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit BB to the Depositor and
the Certificate Administrator and approved by the Depositor, and the Certificate Administrator will have no duty or liability
for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure, absent such reporting, direction and
approval.


 


For
so long as the Trust is subject to the reporting requirements of the Exchange Act, as set forth on Exhibit BB hereto,
within five (5) calendar days after the related Distribution Date, (i) certain parties to this Agreement identified on Exhibit BB
hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function
Participant, with a copy to the Master Servicer), to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the
Certificate Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-D Disclosure,
if applicable; provided that information relating to any REO Account to be reported under “Item 8: Other Information”
on Exhibit BB shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after
the related Distribution Date on Exhibit MM; (ii) the parties listed on Exhibit BB hereto shall include
with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit EE
(except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit MM
hereto) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Additional Form 10-D Disclosure on Form 10-D. Information delivered to the Certificate Administrator hereunder should
be delivered by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.
Neither the Trustee nor the Certificate Administrator shall have any duty under this Agreement to monitor or enforce the performance
by the parties listed on Exhibit BB of their duties under this paragraph or proactively solicit or procure from such
parties any Additional Form 10-D Disclosure information. The Depositor


 



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shall be responsible for any reasonable expenses incurred
by the Trustee or Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D
pursuant to this paragraph.


 


The
Certificate Administrator shall include in any Form 10-D filed by it (i) the information required by Rule 15Ga-1(a)
of the Exchange Act concerning all assets held by the Trust that were subject of a demand for the repurchase of, or the substitution
of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.03(b), (ii) a reference
to the most recent Form ABS-15G filed by the Depositor and the Mortgage Loan Sellers, if applicable, and the SEC’s
assigned “Central Index Key” for each such filer, (iii) to the extent such information is provided to the Certificate
Administrator by the Master Servicer in the form of Exhibit MM hereto for inclusion therein within the time period
described in this Section 11.04, the balances of the REO Account (to the extent the related information has been received
from the Special Servicer within the time period specified in Section 11.04 hereof) and the Collection Account as
of the related Distribution Date and as of the immediately preceding Distribution Date and (iv) the balances of the Distribution
Accounts, the Gain-on-Sale Reserve Account, the VRR Certificate Gain-on-Sale Reserve Account and the Interest Reserve Account,
in each case as of the related Distribution Date and as of the immediately preceding Distribution Date. The Depositor and the
Mortgage Loan Sellers, in accordance with Section 6(b) of the applicable Mortgage Loan Purchase Agreement, shall deliver
such information as described in clause (i) and clause (ii) of this paragraph.


 


Form 10-D
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.”  The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com,
no later than the 5th calendar day after the related Distribution Date with respect to the filing of a report on Form 10-D
if the answer to the questions should be “no.”  The Certificate Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any such report.


 


With
respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator shall
include as part of any applicable Form 10-D filed by it, to the extent such information is received by the Certificate Administrator
from the Master Servicer or the Special Servicer, as applicable, substantially in the form of Exhibit KK (A) the
amount of any such Additional Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the
total debt service coverage ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine debt, as
applicable, and (C) the aggregate LTV Ratio calculated on the basis of the Mortgage Loan and such Additional Debt or mezzanine
debt, as applicable.


 


The
Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the
cover of Forms 10-D and ABS-EE for each reporting period: Name: Kunal K. Singh, Telephone: (212) 834-5467. The Certificate Administrator
may rely without further investigation that this information remains correct unless


 



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and until the Depositor provides the Certificate
Administrator with a new individual’s name and phone number in writing.


 


Upon
receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 12.01(b),
the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period
in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate
Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the
Asset Representations Reviewer.


 


To
the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with
other Certificateholders or Certificate Owners pursuant to Section 5.06, the Certificate Administrator shall include
under Item 1B on the Form 10-D relating to the reporting period in which such request was received a Special Notice regarding
the request to communicate, and such Special Notice is required to include the following and no more than the following: (a) the
name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a
statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate
Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise
of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use
to contact the requesting Certificateholder or Certificate Owner.


 


(b)        
After preparing the Form 10-D and Form ABS-EE, the Certificate Administrator shall forward electronically copies of the Form 10-D
and Form ABS-EE to the Depositor for review no later than ten (10) calendar days after the related Distribution Date or, if the
10th calendar day after the related Distribution Date is not a Business Day, the immediately preceding Business Day. Within two
(2) Business Days after receipt of such copies, but no later than the two (2) Business Days prior to the 15th calendar day after
the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes to or approval of such Form 10-D and Form ABS-EE, respectively, and, a duly authorized officer of the Depositor
shall sign the Form 10-D and Form ABS-EE and return an electronic or fax copy of such signed Form 10-D and Form ABS-EE
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Alternatively, if the Certificate
Administrator agrees in its sole discretion, the Depositor may deliver to the Certificate Administrator manually signed copies
of a power of attorney meeting the requirements of Item 601(b)(24) of Regulation S-K under the Securities Act, and certified
copies of a resolution of the Depositor’s board of directors authorizing such power of attorney, each to be filed with each
Form 10-D and each Form ABS-EE, as applicable, in which case the Certificate Administrator shall sign such Forms 10-D
and Forms ABS-EE, as applicable, as attorney in fact for the Depositor. As provided in Section 11.04(a), the Certificate
Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of the
related Form 10-D. If a Form 10-D or Form ABS-EE cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE
needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b). Promptly
after filing with the Commission, the Certificate Administrator shall make available on its Internet website a final


 



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executed
copy of each Form 10-D and Form ABS-EE filed by the Certificate Administrator. The signing party at the Depositor for any
Form 10-D or Form ABS-EE can be contacted at Ian W. Sterling, Executive Director & Assistant General Counsel, J.P. Morgan
Chase Commercial Mortgage Securities Corp., 4 New York Plaza, 21st Floor, New York, New York 10004-2413, telecopy number: (917)
464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison Avenue,
8th Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement acknowledge that the performance
by the Certificate Administrator of its duties under this Section 11.04(b) and Section 11.04(c) related
to the timely preparation and filing of Form 10-D and Form ABS-EE, as applicable, is contingent upon such parties observing
all applicable deadlines in the performance of their duties under this Section 11.04(b) and Section 11.04(c).
Neither the Trustee nor the Certificate Administrator shall have any liability for any loss, expense, damage, or claim arising
out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 10-D or such
Form ABS-EE, respectively, where such failure results from the Certificate Administrator’s inability or failure to receive,
on a timely basis, any information from any party to this Agreement needed to prepare, arrange for execution or file such Form 10-D
or such Form ABS-EE, respectively, not resulting from its own negligence, bad faith or willful misconduct.


 


(c)        
Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 11.04(a), the Certificate
Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange
Act and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form
ABS-EE required to be filed with the Commission and incorporated by reference in either the preliminary Prospectus or the final
Prospectus. The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule
AL File received by the Certificate Administrator pursuant to Section 3.12(d) as Exhibit 102 thereto. To the extent
the Certificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.12(d),
the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate
Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files.
The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or
accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing
the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE (together with the related
CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) concurrently with the
related Form 10-D to the Depositor for review and approval. Any questions are to be directed to Midland Loan Services, a Division
of PNC Bank, National Association at the email address provided with the submission of such CREFC® Schedule AL
File and Schedule AL Additional File (or such other email address or phone number provided to the Certificate Administrator and
Depositor by written notice from the Master Servicer). The Master Servicer shall reasonably cooperate with the Depositor to answer
any reasonable questions that the Depositor may pose to the Master Servicer regarding the data or information contained in any
CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial
Schedule AL File, Initial Schedule AL Additional File or the Annex A to the Prospectus) as of the time the Master Servicer delivered
such CREFC® Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate 


 



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Administrator. The
Certificate Administrator, the Master Servicer and the Depositor, as applicable, shall each, to the extent related to such party’s
obligations hereunder, reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or
any Schedule AL Additional File promptly.


 


Section 11.05   
Form 10-K Filings. (a)  Within ninety (90) days after the end of each fiscal year of the Trust (it being
understood that the fiscal year for the Trust ends on December 31 of each year) or such earlier date as may be required by
the Exchange Act (the “10-K Filing Deadline”), commencing in March 2020, the Certificate Administrator shall
prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each such Form 10-K
shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within
the applicable time frames set forth in this Agreement:


 


(i)         
an annual compliance statement for the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the
Custodian and each Additional Servicer, as described under Section 11.09, including disclosure regarding any material
instance of noncompliance and the nature and status thereof;


 


(ii)        
(A)  the annual reports on assessment of compliance with servicing criteria for the Trustee, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Custodian, each Additional Servicer and each other Servicing Function Participant
utilized by the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee, as described
under Section 11.10;


 


              (B)        if
any such report on assessment of compliance with servicing criteria described under Section 11.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance
involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy
such instance of noncompliance), or if such report on assessment of compliance with servicing criteria described under Section 11.10
is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation why such
report is not included;


 


(iii)        
(A) the registered public accounting firm attestation report for the Trustee, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Custodian, each Additional Servicer and each Servicing Function Participant utilized by the
Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee, as described under Section 11.11;
and if any registered public accounting firm attestation report described under Section 11.11 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting
firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and
an explanation why such report is not included; and


 






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(iv)        
a certification in the form attached hereto as Exhibit Y, with such changes as may be necessary or appropriate as
a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which shall, except
as described below, be signed by the senior officer of the Depositor in charge of securitization.


 


Any
disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional
Form 10-K Disclosure”) shall, pursuant to the following paragraph be reported by the parties set forth on Exhibit CC
to the Depositor and the Certificate Administrator and approved by the Depositor and the Certificate Administrator will have
no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure, absent such reporting,
direction and approval. Information delivered to the Certificate Administrator hereunder should be delivered (i) by email to cts.sec.notifications@wellsfargo.com
and also (ii) by email to form10K.compliance@cwt.com.


 


As
set forth on Exhibit CC hereto, no later than March 1st of each year that the Trust is subject to the Exchange
Act reporting requirements, commencing in 2020, (i) the parties listed on Exhibit CC shall be required to provide
to the Certificate Administrator and the Depositor, to the extent a Regulation AB Servicing Officer or Responsible Officer,
as the case may be, has actual knowledge, in EDGAR-Compatible Format or in such other format as otherwise agreed upon by the Certificate
Administrator, the Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure, if
applicable, (ii) the parties listed on Exhibit CC hereto shall include with such Additional Form 10-K Disclosure,
an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the Depositor will
approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure
on Form 10-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor or enforce
the performance by the parties listed on Exhibit CC of their duties under this paragraph or proactively solicit or
procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable
expenses incurred by the Trustee and the Certificate Administrator in connection with including any Additional Form 10-K
Disclosure on Form 10-K pursuant to this paragraph.


 


Form 10-K
requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all
reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding twelve (12) months (or for such
shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past ninety (90) days.”  The Depositor shall notify the Certificate Administrator in writing via cts.sec.notifications@wellsfargo.com,
no later than March 1st with respect to the filing of a report on Form 10-K, if the answer to the questions should be “no.”
The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any such
report.


 


(b)        
After preparing the Form 10-K, the Certificate Administrator shall forward electronically a copy of the Form 10-K to
the Depositor for review no later than six (6) Business Days prior to the 10-K Filing Deadline. Within three (3) Business Days
after receipt of such copy, but no later than March 25th, the Depositor shall notify the Certificate Administrator in writing
(which may be furnished electronically) of any changes to or approval of such


 



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Form 10-K and the senior officer in charge
of securitization for the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator at such time. If a Form 10-K
cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator shall follow
the procedures set forth in Section 11.03(b). Promptly after filing with the Commission, the Certificate Administrator
shall make available on its Internet website a final executed copy of each Form 10-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at Ian W. Sterling, Executive Director & Assistant General Counsel, J.P.
Morgan Chase Commercial Mortgage Securities Corp., 4 New York Plaza, 21st Floor, New York, New York 10004-2413, telecopy number:
(917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp., 383 Madison
Avenue, 8th Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement acknowledge that
the performance by the Certificate Administrator of its duties under this Section 11.05 related to the timely preparation
and filing of Form 10-K is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function
Participant engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of
their duties under this Section 11.05. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 10-K, where such failure results from the Certificate Administrator’s failure to receive,
on a timely basis, any information from the parties to this Agreement (or any Servicing Function Participant engaged by any such
parties) needed to prepare, arrange for execution or file such Form 10-K, not resulting from its own negligence, bad faith
or willful misconduct.


 


(c)        
Upon written request from any Mortgage Loan Seller, the Master Servicer or the Special Servicer, the Certificate Administrator
shall confirm to such Mortgage Loan Seller, Master Servicer or Special Servicer whether it has received notice that any party
to this Agreement has changed since the Closing Date and will provide to such Mortgage Loan Seller, the Master Servicer or the
Special Servicer, if known to the Certificate Administrator, the identity of the new party.


 


Section 11.06   
Sarbanes-Oxley Certification. Each Form 10-K shall include a Sarbanes-Oxley Certification in the form attached as
Exhibit Y required to be included therewith pursuant to the Sarbanes-Oxley Act. For so long as the Trust or the trust
for any Other Securitization is subject to the reporting requirements of the Exchange Act, the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian and the Asset Representations Reviewer (in the case of the Asset Representations
Reviewer, solely with respect to reporting periods in which the Asset Representations Reviewer is required to conduct an Asset
Review or prepare or deliver an Asset Review Report) shall provide, and (i) with respect to each Initial Sub-Servicer engaged
by the Master Servicer or the Special Servicer, as applicable, that is a Servicing Function Participant use commercially reasonable
efforts to cause such Initial Sub-Servicer to provide, and (ii) with respect to each other Servicing Function Participant
with which the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian has entered
into a servicing relationship with respect to the Mortgage Loans, shall cause such Servicing Function Participant to provide,
to each Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a


 



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Serviced Companion
Loan (individually and collectively, the “Certifying Person”), on or before March 1st of each year commencing
in March 2020, a certification substantially in the form attached hereto as Exhibits Z-1, Z-2, Z-3,
Z-4, Z-5, Z-6 or Z-7 (each, a “Performance Certification”), as applicable, on which
the Certifying Person, each entity for which such Certifying Person acts as an officer (if the Certifying Person is an individual),
and such entity’s officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”)
can reasonably rely; provided that, if a Servicing Function Participant (other than an Initial Sub-Servicer) with which the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian has entered into a servicing relationship
with respect to the Mortgage Loans fails to provide a Performance Certification, the Performance Certification provided by the
Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as applicable, that engaged
such Servicing Function Participant shall not exclude information that would have been provided by such Servicing Function Participant.
In addition, in the event that any Serviced Companion Loan is deposited into a commercial mortgage securitization (including an
“Other Securitization”) and the Reporting Servicer is provided with timely and complete contact information
for the parties to such Other Securitization, each Reporting Servicer, upon not less than thirty (30) days prior written request,
shall provide to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization either the Performance
Certification or a separate certification in form and substance similar to applicable Performance Certification (which shall address
the matters contained in the applicable Performance Certification, but solely with respect to the related Companion Loan) on which
such Person, the entity for which the Person acts as an officer (if the Person is an individual), and such entity’s officers,
directors and Affiliates can reasonably rely. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure a Sarbanes-Oxley Certification from the applicable Non-Serviced Master Servicer, Non-Serviced
Special Servicer and Non-Serviced Trustee in form and substance similar to a Performance Certification. The senior officer in
charge of securitization for the Depositor shall serve as the Certifying Person on behalf of the Trust. In addition, each Reporting
Servicer shall execute a reasonable reliance certificate (which may be included as part of such other certifications being delivered
by such Reporting Servicer) to enable the Certification Parties to rely upon each (i) annual compliance statement provided
pursuant to Section 11.09, if applicable, (ii) annual report on assessment of compliance with servicing criteria
provided pursuant to Section 11.10 and (iii) accountant’s report provided pursuant to Section 11.11,
and shall include a certification that each such annual compliance statement or report discloses any deficiencies or defaults
described to the registered public accountants of such Reporting Servicer to enable such accountants to render the certificates
provided for in Section 11.11. In the event any Reporting Servicer is terminated or resigns pursuant to the terms
of this Agreement, or any applicable sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting
Servicer shall provide a certification to the Certifying Person pursuant to this Section 11.06 with respect to the
period of time it was subject to this Agreement or the applicable sub-servicing or primary servicing agreement, as the case may
be. Each such Performance Certification shall be provided in EDGAR-Compatible Format, or in such other format agreed upon by the
Depositor, the Certificate Administrator and such providing parties. Notwithstanding the foregoing, nothing in this Section 11.06
shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided
to such Reporting Servicer by third parties (including a Significant Obligor, but other than an


 



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Additional Servicer or a Sub-Servicer
appointed pursuant to Section 3.20), (ii) to certify information other than to such Reporting Servicer’s
knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness
of information and reports, to certify anything other than that all fields of information called for in written reports prepared
by such Reporting Servicer have been completed except as they have been left blank on their face.


 


Notwithstanding
anything to the contrary contained in this Section 11.06, with respect to each year in which the Trust is not subject
to the reporting requirements of the Exchange Act, none of the parties required to deliver any certification under this Section 11.06
shall be obligated to do so.


 


Section 11.07   
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on Form 8-K
(each such event, a “Reportable Event”), and if requested by the Depositor and to the extent it receives the
Form 8-K Disclosure Information described below, the Certificate Administrator shall prepare and file on behalf of the Trust
any Form 8-K, as required by the Exchange Act, provided that the Depositor shall file the initial Form 8-K in
connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise
required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the following
paragraph be reported by the parties set forth on Exhibit DD to the Depositor and the Certificate Administrator and
approved by the Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine
or prepare any Form 8-K Disclosure Information or any Form 8-K, absent such reporting, direction and approval.


 


As
set forth on Exhibit DD hereto, for so long as the Trust is subject to the Exchange Act reporting requirements, no
later than close of business, New York City time, on the 2nd Business Day after the occurrence of a Reportable Event (i) the
parties set forth on Exhibit DD hereto shall be required to provide to the Depositor and the Certificate Administrator,
to the extent a Regulation AB Servicing Officer or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible
Format or in such other format agreed upon by the Depositor, the Certificate Administrator and such providing parties any Form 8-K
Disclosure Information, if applicable, (ii) the parties listed on Exhibit DD hereto shall include with such Form 8-K
Disclosure Information, an Additional Disclosure Notification in the form attached hereto as Exhibit EE and (iii) the
Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure
Information on Form 8-K. Neither the Trustee nor the Certificate Administrator has any duty under this Agreement to monitor
or enforce the performance by the parties listed on Exhibit DD of their duties under this paragraph or proactively
solicit or procure from such parties any Form 8-K Disclosure Information. The Depositor will be responsible for any reasonable
expenses incurred by the Trustee and the Certificate Administrator in connection with including any Form 8-K Disclosure Information
on Form 8-K pursuant to this paragraph. Information delivered to the Certificate Administrator hereunder should be delivered
by email to cts.sec.notifications@wellsfargo.com or by facsimile to (410) 715-2380, Attn: CTS SEC Notifications.


 






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After
preparing the Form 8-K, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than noon, New York City time, on the 3rd Business Day after the Reportable Event, but in no event earlier
than 24 hours after having received the Form 8-K Disclosure Information pursuant to the immediately preceding paragraph.
Promptly, but no later than the close of business on the 3rd Business Day after the Reportable Event, the Depositor shall notify
the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 8-K.
No later than noon, New York City time, on the 4th Business Day after the Reportable Event, a duly authorized officer of the Depositor
shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard
copy to follow by overnight mail) to the Certificate Administrator. If a Form 8-K cannot be filed on time or if a previously
filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 11.03(b).
The Certificate Administrator shall file such Form 8-K. Promptly after filing with the Commission, the Certificate Administrator
will, make available on its Internet website a final executed copy of each Form 8-K filed by the Certificate Administrator.
The signing party at the Depositor can be contacted at Ian W. Sterling, Executive Director & Assistant General Counsel, J.P.
Morgan Chase Commercial Mortgage Securities Corp., 4 New York Plaza, 21st Floor, New York, New York 10004-2413, telecopy number:
(917) 464-6116, with a copy to Kunal Singh, President and CEO, J.P. Morgan Chase Commercial Mortgage Securities Corp.,
383 Madison Avenue, 8th Floor, New York, New York 10179, telecopy number: (212) 834-6029. The parties to this Agreement acknowledge
that the performance by the Certificate Administrator of its duties under this Section 11.07 related to the timely
preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance
of their duties under this Section 11.07. Neither the Trustee nor the Certificate Administrator shall have any liability
for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution
and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure
to receive, on a timely basis, any information from the parties to this Agreement needed to prepare, arrange for execution or
file such Form 8-K, not resulting from its own negligence, bad faith or willful misconduct.


 


The
Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall promptly notify (and the Master Servicer
and the Special Servicer, as applicable, shall (i) with respect to each Initial Sub-Servicer that is an Additional Servicer
engaged by such Master Servicer or Special Servicer, as applicable, use commercially reasonable efforts to cause such Additional
Servicer to promptly notify and (ii) with respect to each other Additional Servicer with which it has entered into a servicing
relationship with respect to the Mortgage Loans (other than a party to this Agreement) cause such Additional Servicer to promptly
notify) the Depositor and the Certificate Administrator, but in no event later than noon, New York City time, on the 2nd Business
Day after its occurrence, of any Reportable Event applicable to such party to the extent a Regulation AB Servicing Officer
or Responsible Officer, as the case may be, has actual knowledge, in EDGAR-Compatible Format.


 


Notwithstanding
anything to the contrary in this Section 11.07, with respect to each year in which the Trust is not subject to the
reporting requirements of the Exchange Act, none of the parties hereto are required to deliver Form 8-K Disclosure Information.


 






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For
so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan
serviced under the related Non-Serviced PSA, no resignation, removal or replacement of any party to such Non-Serviced PSA that
would be required to be reported on a Form 8-K relating to this Trust shall become effective with respect to this Trust until
the Certificate Administrator has filed any required Form 8-K pursuant to this Section 11.07.


 


Section 11.08   
Form 15 Filing. On or prior to January 30th of the first year in which the Depositor shall provide notice to
the Certificate Administrator of its ability under applicable law to suspend its Exchange Act filings, the Certificate Administrator
shall prepare and file a notification relating to the automatic suspension of reporting in respect of the Trust under the Exchange
Act (the “Form 15 Suspension Notification”) or any form necessary to be filed with the Commission to suspend
such reporting obligations. With respect to any reporting period occurring after the filing of such form, the obligations of the
parties to this Agreement under Section 11.04, Section 11.05 and Section 11.07 shall be suspended
and reports or certifications due under Section 11.09, 11.10 and 11.11 shall not be due until April
15th of each year. The Certificate Administrator shall provide prompt notice to the Mortgage Loan Sellers and all other parties
hereto that such form has been filed. If, after the filing of a Form 15 Suspension Notification, the Depositor shall provide
notice to the Certificate Administrator that it is required to resume its Exchange Act filings, the Certificate Administrator
shall recommence preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K as required pursuant to Section 11.04,
Section 11.05 and Section 11.07, and all parties’ obligations under this Article XI
shall recommence.


 


Section 11.09   
Annual Compliance Statements. The Master Servicer, the Special Servicer (to the extent it is a Master Servicer or Special
Servicer for the necessary portion of the pool assets), the Custodian, the Trustee (provided, however, that the
Trustee shall not be required to deliver an assessment of compliance with respect to any period during which there was no Relevant
Servicing Criteria applicable to it) and the Certificate Administrator (each, a “Certifying Servicer”) shall
(and each such party shall (i) with respect to each Additional Servicer engaged by the Certifying Servicer that is an Initial
Sub-Servicer, use commercially reasonable efforts to cause such Additional Servicer to and (ii) with respect to each other
Additional Servicer that is also a Servicing Function Participant with which it has entered into a servicing relationship with
respect to the Mortgage Loans, cause such Additional Servicer to), on or before March 1st of each year commencing in March
2020, furnish to the Trustee, the Certificate Administrator (which copy shall be deemed furnished by the Certificate Administrator
when made available on its Internet website), the Depositor and the 17g-5 Information Provider (who shall post to the 17g-5 Information
Provider’s Website), an Officer’s Certificate, in the form attached hereto as Exhibit HH (or such other
form, similar in substance, as may be reasonably acceptable to the Depositor) stating, as to the signer thereof, that (A) a
review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying
Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in
the case of an Additional Servicer, has been made under such officer’s supervision and (B) to the best of such officer’s
knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable
sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout
such year or portion thereof, or, if


 



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there
has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer
and the nature and status thereof. Such Officer’s Certificate shall be provided in EDGAR-Compatible Format, or in such
other format agreed upon by the Depositor, the Certificate Administrator and such providing parties. Each Certifying Servicer
shall (i) with respect to each Additional Servicer engaged by such Certifying Servicer that is an Initial Sub-Servicer,
cause (or, in the case of a sub-servicer that is also a Servicing Function Participant that a Mortgage Loan Seller requires
the Master Servicer to retain, to use commercially reasonable efforts to cause) such Additional Servicer, and (ii) with
respect to each other Additional Servicer with which it has entered into a servicing relationship with respect to the
Mortgage Loans, cause such Additional Servicer to forward a copy of each such statement (or, in the case of the Certificate
Administrator, make a copy of each such statement available on its Internet website) to the 17g-5 Information Provider. With
respect to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such
Officer’s Certificate from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and
Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit HH. Promptly after
receipt of each such Officer’s Certificate, the Depositor may review each such Officer’s Certificate and, if
applicable, consult with the Certifying Servicer as to the nature of any failures by the Certifying Servicer or any related
Additional Servicer with which the Certifying Servicer has entered into a servicing relationship with respect to the Mortgage
Loans in the fulfillment of any of the Certifying Servicer’s or Additional Servicer’s obligations hereunder or
under the applicable sub-servicing or primary servicing agreement. The obligations of the Certifying Servicer and each
Additional Servicer under this Section 11.09 apply to the Certifying Servicer and each Additional Servicer that
serviced a Mortgage Loan during the applicable period, whether or not such Certifying Servicer or Additional Servicer is
acting as the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or Additional Servicer at the
time such Officer’s Certificate is required to be delivered. None of the Master Servicer, Special Servicer or
Additional Servicer shall be required to cause the delivery of any such statement until April 15 in any given year so
long as it has received written confirmation from the Depositor (or, in the case of an Other Securitization, the related
Other Depositor) that a report on Form 10-K is not required to be filed in respect of the Trust or the trust for any
Other Securitization for the preceding calendar year.


 


In
the event the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each of the Master Servicer and the Special Servicer shall (i) with
respect to an Initial Sub-Servicer engaged by such party that is an Additional Servicer that resigns or is terminated under any
applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer to provide and (ii) with respect
to any other Additional Servicer engaged by such party that resigns or is terminated under any applicable servicing agreement,
cause such Additional Servicer to provide, an annual statement of compliance pursuant to this Section 11.09 with respect
to the period of time that the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator was subject
to this Agreement or the period of time that such Additional Servicer was subject to such other servicing agreement.


 


Section 11.10   
Annual Reports on Assessment of Compliance with Servicing Criteria. (a)  On or before March 1st of each
year commencing in March 2020, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced
special


 



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servicing of the Mortgage Loans), the Trustee (provided, however, that the Trustee shall not be required
to deliver an assessment of compliance with respect to any period during which there was no Relevant Servicing Criteria applicable
to it), the Custodian, the Certificate Administrator and each Additional Servicer, each at its own expense, shall furnish (and
each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master Servicer, Special Servicer, Trustee,
Custodian or Certificate Administrator that is a Servicing Function Participant, use commercially reasonable efforts to cause
such Servicing Function Participant to furnish and (ii) with respect to each other Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant to
furnish) to the Trustee, the Certificate Administrator, the Depositor (which copy shall be deemed furnished by the Certificate
Administrator when made available on its Internet website), and the 17g-5 Information Provider, a report substantially in the
form of Exhibit II or such other form provided by such Reporting Servicer that complies in all material respects with
the requirements of Item 1122 of Regulation AB, on an assessment of compliance with the Servicing Criteria applicable
to it that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant
Servicing Criteria, (B) a statement that such Reporting Servicer used the Relevant Servicing Criteria to assess compliance
with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing
Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant
to Section 11.05, including, if there has been any material instance of noncompliance with the Relevant Servicing
Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public
accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria as of and for such period. With respect to any Non-Serviced Companion Loan, the Certificate Administrator will
use its reasonable efforts to procure such report from the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer
and Non-Serviced Trustee in form and substance similar to the form attached hereto as Exhibit II. Such report shall
be provided in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and
the Reporting Servicer.


 


Each
such report shall be addressed to the Depositor and signed by an authorized officer of the applicable company, and shall address
the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit AA hereto delivered
to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor may review each such
report and, if applicable, consult with each Reporting Servicer as to the nature of any material instance of noncompliance with
the Relevant Servicing Criteria applicable to it (and each Servicing Function Participant engaged or utilized by each Reporting
Servicer, as applicable), and (ii) the Certificate Administrator shall confirm that the assessments taken individually address
the Relevant Servicing Criteria for each party as set forth on Exhibit AA and notify the Depositor of any exceptions.
None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant
shall be required to cause the delivery of any such assessments until April 15th in any given year so long as it has received
written confirmation from the Depositor (or, in the case of an Other Securitization, the related Other Depositor) that a report
on Form 10-K is not required to be filed in respect of the Trust or the trust for any Other Securitization for the preceding
calendar year.


 






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Notwithstanding
the foregoing, at any time that the Certificate Administrator and the Trustee are the same entity, the Certificate Administrator
and Trustee may provide a combined assessment of compliance required pursuant to this Section 11.10(a) in respect
of their combined Relevant Servicing Criteria as set forth on Exhibit AA hereto.


 


(b)        
The Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator hereby acknowledge and agree that the
Relevant Servicing Criteria set forth on Exhibit AA is appropriately set forth with respect to such party and any
Servicing Function Participant with which the Master Servicer, Special Servicer, Trustee or Certificate Administrator has entered
into a servicing relationship.


 


(c)        
No later than ten (10) Business Days after the end of each fiscal year for the Trust, the Master Servicer and the Special Servicer
shall notify the Certificate Administrator, the Depositor and each Mortgage Loan Seller as to the name of each Additional Servicer
engaged by it and each Servicing Function Participant utilized by it, in each case other than with respect to any Initial Sub-Servicer,
and the Trustee and the Certificate Administrator shall notify the Depositor and each Mortgage Loan Seller as to the name of each
Servicing Function Participant utilized by it, in each case by providing an updated Exhibit GG, and each such notice
(except to a Mortgage Loan Seller) shall specify what specific Servicing Criteria will be addressed in the report on assessment
of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Trustee and
the Certificate Administrator submit their assessments pursuant to Section 11.10(a), the Master Servicer, the Special
Servicer, the Trustee and the Certificate Administrator, as applicable, shall also at such time include the assessment (and related
attestation pursuant to Section 11.11) of each Servicing Function Participant engaged by it.


 


In
the event the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator is terminated
or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function
Participant engaged by it to provide (and each of the Master Servicer and the Special Servicer shall (i) with respect to
an Initial Sub-Servicer engaged by such Master Servicer or Special Servicer that is an Additional Servicer that resigns or is
terminated under any applicable servicing agreement, use its reasonable efforts to cause such Additional Servicer and (ii) with
respect to any other Additional Servicer that resigns or is terminated under any applicable servicing agreement, cause such Additional
Servicer to provide) an annual assessment of compliance pursuant to this Section 11.10, coupled with an attestation
as required in Section 11.11 with respect to the period of time that the Master Servicer, the Special Servicer, the
Trustee, the Custodian or the Certificate Administrator was subject to this Agreement or the period of time that the Additional
Servicer was subject to such other servicing agreement.


 


Section 11.11    
Annual Independent Public Accountants’ Attestation Report. On or before March 1st of each year commencing in
March 2020, the Master Servicer, the Special Servicer, the Trustee, the Custodian and the Certificate Administrator, each at its
own expense, shall cause (and each such party shall (i) with respect to each Initial Sub-Servicer engaged by such Master
Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function Participant use commercially reasonable
efforts to cause such Servicing Function Participant to cause and (ii) with respect to each other Servicing Function Participant
with which


 



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it has entered into a servicing relationship with respect to the Mortgage Loans, cause such Servicing Function Participant
to cause) a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Custodian or the applicable Servicing Function Participant, as the case may be)
and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate
Administrator (who will promptly post such report on the Certificate Administrator’s Website pursuant to Section 3.13(b))
and the Depositor and the 17g-5 Information Provider, and, promptly, but not earlier than the second Business Day following the
delivery of such report to the 17g-5 Information Provider, to the Rating Agencies, to the effect that (i) it has obtained
a representation regarding certain matters from the management of such Reporting Servicer, which includes an assertion that such
Reporting Servicer has complied with the Relevant Servicing Criteria applicable to it and (ii) on the basis of an examination
conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is issuing
an opinion as to whether such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria applicable
to it was fairly stated in all material respects. In the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an opinion. Each such related accountant’s
attestation report shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities
Act and the Exchange Act. Such report must be available for general use and not contain restricted use language. With respect
to any Non-Serviced Companion Loan, the Certificate Administrator will use its reasonable efforts to procure such report from
the applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee. Copies of such statement
will be provided by the Certificate Administrator in accordance with Section 3.13(b). Such report shall be provided
in EDGAR-Compatible Format, or in such other format agreed upon by the Depositor, the Certificate Administrator and the providing
parties.


 


Promptly
after receipt of such report from the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
or any Servicing Function Participant, (i) the Depositor may review the report and, if applicable, consult with the Master
Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator as to the nature of any defaults by
the Master Servicer, the Special Servicer, the Trustee, the Custodian, the Certificate Administrator or any Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Mortgage Loans, as the case may be, in
the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Trustee’s, the Certificate Administrator’s,
the Custodian’s or the applicable Servicing Function Participants’ obligations hereunder or under the applicable sub
servicing or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each accountants’
attestation report submitted pursuant to this Section 11.11 relates to an assessment of compliance meeting the requirements
of Section 11.10 and notify the Depositor of any exceptions. None of the Master Servicer, the Special Servicer, the
Trustee, the Certificate Administrator, the Custodian nor any Additional Servicer shall be required to deliver, or shall be required
to cause the delivery of such reports until April 15th in any given year so long as it has received written confirmation
from the Depositor that a Form 10-K is not required to be filed with respect to the Trust for the preceding fiscal year.


 






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Section 11.12   
Indemnification. Each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian
and the Asset Representations Reviewer shall indemnify and hold harmless each Certification Party from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such Certification Party arising out of (i) an actual breach by the Master Servicer, the Special Servicer, the
Trustee, the Asset Representations Reviewer, the Custodian or the Certificate Administrator, as the case may be, of its obligations
under this Article XI, (ii) negligence, bad faith or willful misconduct on the part of the Master Servicer, the
Special Servicer, the Trustee, the Asset Representations Reviewer, the Custodian or the Certificate Administrator in the performance
of such obligations, or (iii) delivery of any Deficient Exchange Act Deliverable.


 


The
Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall (i) with respect to any Initial
Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that is a Servicing Function
Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with respect to
each other Additional Servicer and each Servicing Function Participant with which, in each case, it has entered into a servicing
relationship with respect to the Mortgage Loans, cause such party to, in each case, indemnify and hold harmless each Certification
Party from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related
costs, judgments and any other costs, fees and expenses incurred by such Certification Party arising out of (a) a breach
of its obligations to provide any of the annual compliance statements or annual assessment of compliance with the servicing criteria
or attestation reports pursuant to the applicable sub-servicing or primary servicing agreement, (b) negligence, bad faith
or willful misconduct on its part in the performance of such obligations, (c) any failure by it, as a Servicer (as defined
in Section 11.02(b)) to identify a Servicing Function Participant pursuant to Section 11.02(b), or (d) delivery
of any Deficient Exchange Act Deliverable.


 


In
addition, each of the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained
by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor and each Other Depositor as necessary for
the Depositor or such Other Depositor, as applicable, to conduct any reasonable due diligence necessary to evaluate and assess
any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements
under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting
Requirements”).


 


In
connection with comments provided to the Depositor or any Other Depositor from the Commission or its staff regarding information
(x) delivered by the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Custodian, the Certificate
Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting
Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any
registered public accounting firm, attorney or other agent retained by such Affected Reporting Party to prepare such information,
which information is contained in a report filed by the Depositor or any Other Depositor under the


 



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 Reporting Requirements and
which comments are received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor
or any Other Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected
Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission
or its staff for inclusion in the Depositor’s or any Other Depositor’s response to the Commission or its staff, unless
such Affected Reporting Party elects, with the consent of the Depositor or any Other Depositor, as applicable (which consent shall
not be unreasonably denied, withheld or delayed), to directly communicate with the Commission or its staff and negotiate a response
and/or resolution with the Commission or its staff; provided, however, that if an Affected Reporting Party is a
Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies
of all material communications pursuant to this Section 11.12. If such election is made, the applicable Affected Reporting
Party shall be responsible for directly negotiating such response and/or resolution with the Commission or its staff in a timely
manner; provided that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor or any
Other Depositor informed of its progress with the Commission or its staff and copy the Depositor or any Other Depositor on all
correspondence with the Commission or its staff and provide the Depositor or any Other Depositor with the opportunity to participate
(at the Depositor’s or any Other Depositor’s expense) in any telephone conferences and meetings with the Commission
or its staff and (ii) the Depositor or any Other Depositor shall cooperate with any Affected Reporting Party in order to
authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission or its
staff with respect to any comments from the Commission or its staff relating to such Affected Reporting Party and to notify the
Commission or its staff of such authorization. The Depositor (or any Other Depositor) and the Affected Reporting Party shall cooperate
and coordinate with one another with respect to any requests made to the Commission or its staff for extension of time for submitting
a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor or any Other Depositor
(including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor, as the case may be)
in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s or any Other Depositor’s
expense as set forth above) and any amendments to any reports filed with the Commission or its staff related thereto shall be
promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor or any Other Depositor,
as the case may be. Each of the Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee
shall (i) with respect to any Initial Sub-Servicer engaged by it that is a Servicing Function Participant or Additional Servicer,
use commercially reasonable efforts to cause such party to, and (ii) with respect to each other Additional Servicer and each
Servicing Function Participant with which, in each case, it has entered into a servicing relationship with respect to the Mortgage
Loans, cause such party to, comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar
agreement.


 


If
the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian (the “Performing Party”)
shall contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities
of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the
one hand and the Performing Party on the other in connection


 



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with a breach of the Performing Party’s obligations pursuant
to Sections 11.06, 11.09 (if applicable), 11.10, 11.11 (or breach of its obligations under the
applicable sub-servicing or primary servicing agreement to provide any of the annual compliance statements or annual servicing
criteria compliance reports or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct
in connection therewith. The Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall (i) with
respect to any Initial Sub-Servicer engaged by the Master Servicer, Special Servicer, Trustee or Certificate Administrator that
is a Servicing Function Participant or Additional Servicer, use commercially reasonable efforts to cause such party to, and (ii) with
respect to each other Additional Servicer or Servicing Function Participant, in each case, with which it has entered into a servicing
relationship with respect to the Mortgage Loans cause such party, in each case, to agree to the foregoing indemnification and
contribution obligations. This Section 11.12 shall survive the termination of this Agreement or the earlier resignation
or removal of the Master Servicer, the Special Servicer, the Trustee, the Custodian or the Certificate Administrator.


 


Section 11.13   
Amendments. This Article XI may be amended with the written consent of the parties hereto pursuant to Section 13.01
for purposes of complying with Regulation AB and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmation
with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, a confirmation of the rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25), or the consent of any Certificateholder, notwithstanding
anything to the contrary contained in this Agreement; provided that the reports and certificates required to be prepared
pursuant to Sections 3.13, 11.09, 11.10 and 11.11 shall not be eliminated without Rating Agency
Confirmation with respect to the Certificates or, with respect to any Serviced Companion Loan Securities, without a confirmation
of the rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates pursuant to Section 3.25).


 


Section 11.14   
Regulation AB Notices. Any notice, report or certificate required to be delivered by any of the Master Servicer, the
Special Servicer, the Certificate Administrator, the Asset Representations Reviewer, the Custodian or the Trustee, as the case
may be, to the Depositor pursuant to this Article XI may be delivered via email (and additionally delivered via phone
or telecopy), notwithstanding the provisions of Section 13.05, to J.P. Morgan Chase Commercial Mortgage Securities
Corp., 383 Madison Avenue, 8th Floor, New York, New York 10179, Attention: Kunal K. Singh, email: US_CMBS_Notice@jpmorgan.com,
with a copy to J.P. Morgan Chase Commercial Mortgage Securities Corp., 4 New York Plaza, Floor 21, New York, NY 10004-2413, Attention:
SPG Legal, email: US_CMBS_Notice@jpmorgan.com.


 


Section 11.15   
Certain Matters Relating to the Future Securitization of the Serviced Pari Passu Companion Loans. (a) Each of the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special


 



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Servicer
shall use commercially reasonable efforts to cause any sub-servicer appointed with respect to any Serviced Pari Passu Companion
Loan to, upon written request or notice from a Mortgage Loan Seller (or a permitted transferee of such Mortgage Loan Seller pursuant
to the related Intercreditor Agreement), reasonably cooperate with the Mortgage Loan Seller (or such permitted transferee) selling
any Serviced Pari Passu Companion Loan into a securitization that is required to comply with Regulation AB (a “Regulation
AB Companion Loan Securitization”) and, to the extent needed in order to comply with Regulation AB, provide to the Mortgage
Loan Seller (or such permitted transferee) information about itself that such Mortgage Loan Seller reasonably requires to meet
the requirements of Items 1117 and 1119 and paragraphs (b), (c)(3), (c)(4) and (c)(5) of Item 1108 of Regulation AB and shall
reasonably cooperate with such Mortgage Loan Seller to provide such other information as may be reasonably necessary to comply
with the requirements of Regulation AB. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special
Servicer understands that such information may be included in the offering material related to a Regulation AB Companion Loan
Securitization and agrees to negotiate in good faith an agreement (subject to the final sentence of this sub-section) to indemnify
and hold the related depositor and underwriters involved in the offering of the related Certificates harmless for any costs, liabilities,
fees and expenses incurred by the depositor or such underwriters as a result of any material misstatements or omissions or alleged
material misstatements or omissions in any such offering material to the extent that such material misstatement or omission was
made in reliance upon any such information provided by the Trustee (where such information pertains to the Trustee individually
and not to any specific aspect of the Trustee’s duties or obligations under this Agreement), the Certificate Administrator
(where such information pertains to the Certificate Administrator individually and not to any specific aspect of the Certificate
Administrator’s duties or obligations under this Agreement), the Master Servicer (where such information pertains to the
Master Servicer individually and not to any specific aspect of the Master Servicer’s duties or obligations under this Agreement)
and the Special Servicer (where such information pertains to the Special Servicer individually and not to any specific aspect
of the Special Servicer’s duties or obligations under this Agreement), as applicable, to such depositor, underwriters or
Mortgage Loan Seller (or permitted transferee) as required by this clause (a) (to the extent the cost thereof is paid by
the related Mortgage Loan Seller). Notwithstanding the foregoing, to the extent that the information provided by the Trustee,
the Certificate Administrator the Master Servicer or the Special Servicer, as applicable, for inclusion in the offering materials
related to such Regulation AB Companion Loan Securitization is substantially and materially similar to the information provided
by such party with respect to the offering materials related to this transaction, subject to any required changes due to any amendments
to Regulation AB or any changes in the interpretation of Regulation AB, such party shall be deemed to be in compliance with this
Section 11.15(a). Any indemnification agreement executed by the Trustee, the Certificate Administrator the Master
Servicer or the Special Servicer in connection with the Regulation AB Companion Loan Securitization shall be substantially similar
to the related indemnification agreement executed in connection with this Agreement. It shall be a condition precedent to any
party’s obligations otherwise set forth above and/or elsewhere in Article XI that the applicable Mortgage Loan
Seller (or permitted transferee) shall have (a) provided reasonable advance notice (and, in any event, not less than ten
(10) Business Days) of the exercise of its rights hereunder and (b) paid, or entered into reasonable agreement to cause to
be paid, the reasonable out-of-pocket expenses (including reasonable fees


 



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and expenses of counsel) incurred by such party in reviewing
and/or causing the delivery of any disclosure, opinion of counsel or indemnification agreement.


 


(b)        
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to, upon request or notice from such parties (which request or notice may be
given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), cooperate
with the depositor, trustee, certificate administrator, master servicer or special servicer for any Regulation AB Companion Loan
Securitization in preparing each Form 10-D, Form ABS-EE and Form 10-K required to be filed by such Regulation AB Companion Loan
Securitization (until January 30 of the first year in which the trustee or other applicable party for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) and shall provide to such depositor,
trustee, certificate administrator or master servicer within the time period set forth in the Other Pooling and Servicing Agreement
(so long as such time period is no earlier than the time periods set forth herein) for such Regulation AB Companion Loan Securitization
such information relating to a Serviced Securitized Companion Loan as may be reasonably necessary for the depositor, trustee,
certificate administrator and master servicer of the Regulation AB Companion Loan Securitization to comply with the reporting
requirements of Regulation AB and the Exchange Act; provided, however, that any parties to any Regulation AB Companion
Loan Securitization shall consult with the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
(and Master Servicer shall consult with any sub-servicer appointed with respect to the related Serviced Whole Loan), and the Trustee,
the Certificate Administrator, such Master Servicer and the Special Servicer shall cooperate with such parties in respect of establishing
the time periods for preparation of the Form 10-D and Form ABS-EE reports in the documentation for such Regulation AB Companion
Loan Securitization. Notwithstanding the foregoing, to the extent the Trustee, the Certificate Administrator, the Master Servicer
or the Special Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements
imposed on such party in Article XI of this Agreement (other than this Section 11.15) with respect to
the comparable timing, reporting and attestation requirements contemplated in this Section 11.15(b) with respect to
such Regulation AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(b).


 


(c)        
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master Servicer
and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with
respect to a Serviced Securitized Companion Loan to, upon request or notice from such trustee or certificate administrator (which
request or notice may be given once at the closing of such Regulation AB Companion Loan Securitization instead of each time a
filing is required), provide the trustee or certificate administrator, as applicable, under a Regulation AB Companion Loan Securitization
(until January 30 of the first year in which the trustee or certificate administrator, as applicable, for such Regulation AB Companion
Loan Securitization files a Form 15 Suspension Notification with respect to the related trust) information with respect to any
event that is required to be disclosed under Form 8-K with respect to a Serviced Securitized Companion Loan within two Business
Days after the occurrence of such event of which it has


 



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knowledge. Notwithstanding the foregoing, to the extent the Trustee, the
Certificate Administrator, the Master Servicer or the Special Servicer, as the case may be, complies in all material respects
with the timing, reporting and attestation requirements imposed on such party in Article XI of this Agreement (other
than this Section 11.15) with respect to the comparable timing, reporting and attestation requirements contemplated
in this Section 11.15(c) with respect to such Regulation AB Companion Loan Securitization, such party shall be deemed
to be in compliance with the provisions of this Section 11.15(c).


 


(d)        
On or before March 1st of each year commencing in March 2020 during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Master Servicer and the Special Servicer shall, and the Master Servicer and the Special Servicer
shall use commercially reasonable efforts to cause any Servicing Function Participant appointed with respect to a Serviced Securitized
Companion Loan to, upon request or notice from such trustee or certificate administrator (which request or notice may be given
once at the closing of such Regulation AB Companion Loan Securitization instead of each time a filing is required), provide, with
respect to itself, to the trustee or certificate administrator, as applicable, under such Regulation AB Companion Loan Securitization,
to the extent required pursuant to Item 1122 of Regulation AB, (i) a report on an assessment of compliance with the servicing
criteria to the extent required pursuant to Item 1122(a) of Regulation AB, (ii) a registered accounting firm’s attestation
report on such Person’s assessment of compliance with the applicable servicing criteria to the extent required pursuant
to Item 1122(b) of Regulation AB and (iii) such other information as may be required pursuant to Item 1122(c) of Regulation
AB. Notwithstanding the foregoing, to the extent the Master Servicer or the Special Servicer, as the case may be, complies in
all material respects with the timing, reporting and attestation requirements imposed on such party in Article XI
of this Agreement (other than this Section 11.15) with respect to the comparable timing, reporting and attestation
requirements contemplated in this Section 11.15(d) with respect to such Regulation AB Companion Loan Securitization,
such party shall be deemed to be in compliance with the provisions of this Section 11.15(d).


 


(e)        
On or before March 1st of each year commencing in March 2020 during which a Regulation AB Companion Loan Securitization is
required to file an annual report on Form 10-K (and not in respect of any year in which Regulation AB Companion Loan Securitization
is not required to file an annual report on Form 10-K because a Form 15 Suspension Notification with respect to the related trust
was filed), each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall, and the Master
Servicer and the Special Servicer shall use commercially reasonable efforts to cause any Servicing Function Participant appointed
with respect to a Serviced Securitized Companion Loan to, to the extent required pursuant to Item 1123 of Regulation AB, deliver,
with respect to itself, to the trustee or certificate administrator under the such Regulation AB Companion Loan Securitization,
upon request or notice from such trustee (which request or notice may be given once at the closing of such Regulation AB Companion
Loan Securitization instead of each time a filing is required), under such Regulation AB Companion Loan Securitization a servicer
compliance statement signed by an authorized officer of such Person that satisfies the requirements of Item 1123 of Regulation
AB. Notwithstanding the foregoing, to the extent the


 



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Trustee, the Certificate Administrator, the Master Servicer or the Special
Servicer, as the case may be, complies in all material respects with the timing, reporting and attestation requirements imposed
on such party in Article XI of this Agreement (other than this Section 11.15) with respect to the comparable
timing, reporting and attestation requirements contemplated in this Section 11.15(e) with respect to such Regulation
AB Companion Loan Securitization, such party shall be deemed to be in compliance with the provisions of this Section 11.15(e).


 


(f)        
Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall use commercially reasonable
efforts to cause a Servicing Function Participant to agree (severally but not jointly) to indemnify (such indemnity limited to
each such parties respective failure described below) and hold the related Mortgage Loan Seller (or permitted transferee), depositor,
sponsor(s), trustee, certificate administrator or master servicer under a Regulation AB Companion Loan Securitization harmless
for any costs, liabilities, fees and expenses incurred by such Mortgage Loan Seller, depositor, sponsor(s), trustee, certificate
administrator or master servicer as a result of any failure by the Servicing Function Participant to comply with the reporting
requirements to the extent applicable set forth under Sections 11.15(b), (c), (d) or (e) above.


 


Any
subservicing agreement related to a Serviced Securitized Companion Loan shall contain a provision requiring the related Sub-Servicer
to provide to the Master Servicer or the Special Servicer, as applicable, information, reports, statements and certificates with
respect to itself and such Serviced Securitized Companion Loan comparable to any information, reports, statements or certificates
required to be provided by the Master Servicer or the Special Servicer pursuant to this Section 11.15, even if such
Sub-Servicer is not otherwise required to provide such information, reports or certificates to any Person in order to comply with
Regulation AB. Such information, reports or certificates shall be provided to the Master Servicer or the Special Servicer, as
applicable, no later than two Business Days prior to the date on which the Master Servicer or the Special Servicer, as applicable,
is required to deliver its comparable information, reports, statements or certificates pursuant to this Section 11.15.


 


(g)        
With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified
the Master Servicer and the Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization that
includes such Serviced Companion Loan, to the extent that the Master Servicer or the Special Servicer is in receipt of the updated
financial statements of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter
of any calendar year) from the Mortgagor, 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 from the
related Mortgagor, beginning for the calendar year following such notice from the Other Depositor, as applicable, the Master Servicer
or the Special 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


 



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financial statements of the “significant obligor”,
together with the net operating income of such “significant obligor” for the applicable period as calculated by the
Master Servicer or the Special Servicer, as applicable, in accordance with CREFC® guidelines and (B) if such
financial statement receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing
Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
such financial statements of the “significant obligor”, together with the net operating income of such “significant
obligor” for the applicable period as reported by the related Mortgagor in such financial statements.


 


If
the Master Servicer or the Special Servicer, as applicable, 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 related Mortgage Loan documents,
the Master Servicer or the Special Servicer, as applicable, shall notify the Other Depositor with respect to such Other Securitization
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 Master Servicer or Special Servicer,
as applicable, shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting
obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor
under the related Mortgage Loan documents.


 


The
Master Servicer or Special Servicer, as applicable, shall (and shall cause any related Sub-Servicing Agreement entered into after
receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require
the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the
related Mortgagor related to any such “significant obligor” (identified to it as such by the Other Depositor in accordance
with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business
Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization,
shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator
and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate
administrator at its corporate trust office, as specified in the related Other Pooling and Servicing Agreement.


 


Section 11.16   
Certain Matters Regarding Significant Obligors. For the avoidance of doubt, there is no “significant obligor”
(within the meaning of Item 1101(k) of Regulation AB) as of the Closing Date (“Significant Obligor”) related
to the Trust.


 


Section 11.17    Impact
of Cure Period. For the avoidance of doubt, neither the Master Servicer nor the Special Servicer shall be subject to
a Servicer Termination Event pursuant to clause (iii) of the definition thereof prior to the expiration of the
grace period applicable to such party’s obligations under Article XI as provided for in such clause (iii)
nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article XI; provided
that if any such party fails to comply with the delivery requirements of this Article XI by the expiration of any
applicable grace period such failure shall constitute a Servicer Termination Event. Neither the Master Servicer nor
the


 



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Special Servicer shall be subject to a Servicer Termination Event pursuant to clause (iii) of the
definition thereof prior to the expiration of the grace period applicable to such party’s obligations under this Article XI
as provided for in such clause (iii) nor shall any such party be deemed to not be in compliance under this Agreement,
for failing to deliver any item required under this Article XI by the time required hereunder with respect to any
reporting period for which the Trust (or any trust in a related Other Securitization) is not required to file Exchange Act reports.


 


[End
of Article XI]


 


Article XII



THE ASSET REPRESENTATIONS REVIEWER


 


Section 12.01   
Asset Review. (a)  On or prior to each Distribution Date, based on either the CREFC® Delinquent
Loan Status Report or the CREFC® Loan Periodic Update File, the Certificate Administrator shall determine if an
Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall
promptly provide notice to all Certificateholders and each party to this Agreement. Any notice required to be delivered to the
Certificateholders pursuant to this Article XII shall be delivered by the Certificate Administrator by posting such
notice on the Certificate Administrator’s Website, by mailing such notice to the Certificateholders’ addresses appearing
in the Certificate Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case
of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting period in which
the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger to occur:
“As of the [Date of Distribution], the following mortgage loans identified below are 60 or more days delinquent and an Asset
Review Trigger as defined in the Pooling and Servicing Agreement has occurred”. On each Distribution Date occurring after
providing such notice to Certificateholders, the Certificate Administrator, based on information provided to it by the Master
Servicer, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan
has ceased to be a Delinquent Loan and (3) whether an Asset Review Trigger has ceased to exist, and, if there is an occurrence
of any of the events or circumstances identified in clauses (1), (2) and/or (3), deliver written notice of
such information (which may be via email) substantially in the form attached hereto as Exhibit SS within two (2) Business
Days to the Master Servicer, the Special Servicer and the Asset Representations Reviewer.


 


If
Certificateholders evidencing not less than 5% of the aggregate Voting Rights of the Certificates deliver to the Certificate
Administrator, within ninety (90) days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger,
a written direction requesting a vote to commence an Asset Review (such written direction, the “Asset Review Vote
Election”), then upon receipt of the Asset Review Vote Election, the Certificate Administrator shall promptly
provide written notice thereof to all Certificateholders and the Asset Representations Reviewer and conduct a solicitation of
votes in accordance with Section 5.10 to authorize an Asset Review. Upon the affirmative vote to authorize an
Asset Review of Holders of Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt
of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator
shall promptly provide written notice thereof to all parties to this Agreement, the


 



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Underwriters, the Mortgage Loan Sellers, the Risk Retention Consultation Parties and the Certificateholders (the
“Asset Review Notice”). Upon receipt of an Asset Review Notice, the Asset Representations Reviewer shall request
access to the Secure Data Room by providing the Certificate Administrator with a certification substantially in the form attached
hereto as Exhibit RR (which shall be sent via email to trustadministrationgroup@wellsfargo.com or submitted electronically
via the Certificate Administrator’s Website). Upon receipt of such certification, the Certificate Administrator shall promptly
grant the Asset Representations Reviewer access to the Secure Data Room. In the event an Affirmative Asset Review Vote has not
occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Certificateholder may request
a vote or cast a vote for an Asset Review and the Asset Representations Reviewer shall not be required to review any Delinquent
Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period,
(B) an Asset Review Trigger has occurred as a result or otherwise is in effect, (C) the Certificate Administrator has
received any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B)
in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election
described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering
such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled
to administer any vote in connection with the foregoing through an agent.


 


(b)        
(i)  Upon receipt of an Asset Review Notice, the Master Servicer, to the extent in the Master Servicer’s possession,
shall promptly, but in no event later than ten (10) Business Days (except with respect to the following clause (7))
after receipt of such notice from the Certificate Administrator, provide or make available, the following materials (in secure
electronic format) to the Asset Representations Reviewer (collectively, with the Diligence Files, a copy of the Prospectus, a
copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):


 


(1)       a
copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that
is subject to an Asset Review;


 


(2)       a
copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of
the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 


(3)       a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not
already covered pursuant to items (1) or (2) above;


 






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(4)       a
copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC Financing Statements related to each Delinquent
Loan that is subject to an Asset Review;


 


(5)       a
copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related
to each Delinquent Loan that is subject to an Asset Review;


 


(6)       a
copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged Defect or
Breach with respect to any Delinquent Loan; and


 


(7)       any
other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer
or the Special Servicer, as applicable, in the time frames and as otherwise described below.


 


(ii)        
In the event that, as part of an Asset Review of any Mortgage Loan, the Asset Representations Reviewer determines that the Review
Materials provided to it with respect to any Mortgage Loan are missing any document delivered in connection with the origination
of the related Mortgage Loan that are necessary to review and assess one or more documents comprising the Diligence File in connection
with its completion of any Test, the Asset Representations Reviewer shall promptly, but in no event later than ten (10) Business
Days after receipt of the Review Materials, identified in clauses (1) through (6) above, notify the Master Servicer of such missing
documents, and the Master Servicer shall promptly, but in no event later than ten (10) Business Days after receipt of such notification
from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents to the extent in
its possession; provided that any such notification and/or request shall be in writing, specifically identifying the documents
being requested and sent to the notice address for the related party set forth in Section 13.05 of this Agreement.
In the event any missing documents are not provided by the Master Servicer or the Special Servicer, as applicable, within such
10-Business Day period, the Asset Representations Reviewer shall request such documents from the related Mortgage Loan Seller;
provided that the Special Servicer or the Master Servicer, as applicable, shall, and the Mortgage Loan Seller shall be
required under the related Mortgage Loan Purchase Agreement to, deliver such additional documents only to the extent such documents
are in the possession of such party.


 


(iii)        
The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a
Person that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information
can be independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined
by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information,
“Unsolicited Information”) conducted pursuant to this Section 12.01 hereof.


 






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(iv)        Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to the
Secure Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence
a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan (such
review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect
to each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance
with the Asset Review Standard and the procedures set forth on Exhibit QQ (such procedure, a “Test”);
provided, however, the Asset Representations Reviewer may, but is under no obligation to, modify any Test and/or associated
Review Materials described in Exhibit QQ if, and only to the extent, the Asset Representations Reviewer determines pursuant
to the Asset Review Standard that it is necessary to modify such Test and/or such associated Review Materials in order to facilitate
its Asset Review in accordance with the Asset Review Standard. Once an Asset Review of a Mortgage Loan is completed, no further
Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may
continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new
Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.


 


(v)        
The Asset Representations Reviewer shall not be required to review any information other than (x) the Review Materials or
(y) if applicable, Unsolicited Information.


 


(vi)        The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (x) assume, without
independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (y) conclusively
rely on such Review Materials.


 


(vii)       The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within forty (40) Business
Days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate
Administrator; provided that the Asset Representations Reviewer shall not be required to prepare a preliminary report in
the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Delinquent Loan.
In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test
and such missing documentation is not delivered to the Asset Representations Reviewer by the Master Servicer to the extent in
its possession or by the related Mortgage Loan Seller within ten (10) Business Days following the request by the Asset Representations
Reviewer as described in Section 12.01(b)(ii), the Asset Representations Reviewer shall list such missing documents
in such preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing
documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such
documents shall be deemed to be a failure of such Test. The Asset Representations Reviewer shall provide such preliminary report
to the Master Servicer and the related Mortgage Loan Seller. The Special Servicer, if applicable, may review


 



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such preliminary
report and determine whether any information contained in such preliminary report shall be labeled as “Privileged Information”
and thus be excluded from the Asset Review Report and Asset Review Report Summary, subject to Section 12.01(c). If
the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related
Mortgage Loan Seller shall have ninety (90) days (the “Cure/Contest Period”) to remedy or otherwise refute
the failure. Any documents provided or explanations given to support the Mortgage Loan Seller’s claim that the representation
and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall
be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer.


 


(viii)      The Asset Representations Reviewer shall, within sixty (60) days after the date on which access to the Diligence Files in the
Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator or within the ten (10) days
after the expiration of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent
Loan and deliver (i) a report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether
or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset
Representations Reviewer’s findings and conclusions set forth in such report were not influenced by any third party (an
“Asset Review Report”) to each party to the PSA and the related Mortgage Loan Seller for each Delinquent Loan
and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset
Review Report Summary”) to the Trustee and the Certificate Administrator. The period of time by which the Asset Review
Report must be completed and delivered may be extended by up to an additional thirty (30) days, upon written notice to the parties
to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset
Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property
or Mortgaged Properties. In no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material
Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each
case, shall be a responsibility of the Special Servicer or Master Servicer, as applicable, pursuant to Section 2.03(f)
of this Agreement.


 


(ix)        
In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the
Master Servicer or the Special Servicer, as applicable, or the related Mortgage Loan Seller in sufficient time to allow the Asset
Representations Reviewer to complete its Asset Review and deliver an Asset Review Report, the Asset Representations Reviewer shall
prepare the Asset Review Report solely based on the documentation received by the Asset Representations Reviewer with respect
to the related Delinquent Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain any
such documentation from any party to this Agreement.


 


(x)         
Within forty-five (45) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Master Servicer shall
determine whether at that time, based on the Servicing Standard, there exists a Material Defect with respect to such


 



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Mortgage
Loan. If the Master Servicer determines that a Material Defect exists, the Master Servicer shall enforce the obligations of the
related Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(b).


 


(xi)        
With respect to any Delinquent Loan, that is a Non-Serviced Mortgage Loan, to the extent any documents required by the Asset Representations
Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller, the Asset Representations
Reviewer will request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced Mortgage Loan is being
serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced Mortgage Loan is
being serviced by a Non-Serviced Special Servicer).


 


(c)        
The Asset Representations Reviewer shall keep all information appropriately labeled as “Privileged Information” confidential
and shall not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to the extent
expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice
indicating that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to
this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
Special Servicer other than pursuant to a Privileged Information Exception. In addition, the Asset Representations Reviewer shall
keep all documents and information received by the Asset Representations Reviewer in connection with an Asset Review that are
provided by the applicable Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential and shall not disclose
such documents or information except (i) for purposes of complying with its duties and obligations under this Agreement, (ii)
if such documents or information become generally available and known to the public other than as a result of a disclosure directly
or indirectly by the Asset Representations Reviewer, (iii) if it is reasonable and necessary for the Asset Representations Reviewer
to disclose such documents or information in working with legal counsel, auditors, taxing authorities or other governmental agencies,
(iv) if such documents or information was already known to the Asset Representations Reviewer and not otherwise subject to a confidentiality
obligation and/or (v) if the Asset Representations Reviewer is required by law, rule, regulation, order, judgment or decree to
disclose such document or information.


 


In
addition, with respect to any Delinquent Loan that is a Non-Serviced Mortgage Loan, to the extent any documents required by the
Asset Representations Reviewer to complete a Test are missing or have not been received from the related Mortgage Loan Seller,
the Asset Representations Reviewer shall request such document(s) from the related Non-Serviced Master Servicer (if such Non-Serviced
Mortgage Loan is being serviced by a Non-Serviced Master Servicer) or the related Non-Serviced Special Servicer (if such Non-Serviced
Mortgage Loan is being serviced by a Non-Serviced Special Servicer).


 


(d)        
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 12.01; provided that
no agent or 


 



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subcontractor may (1) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the Depositor,
the Certificate Administrator, the Trustee or any of their respective Affiliates or (2) have been paid any fees, compensation
or other remuneration by an Underwriter, Master Servicer, Special Servicer, the Depositor, the Certificate Administrator, the
Trustee or any of their respective Affiliates in connection with due diligence or other services with respect to any Mortgage
Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations Reviewer shall remain obligated
and primarily liable for any Asset Review required hereunder in accordance with the provisions of this Agreement without diminution
of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements or by virtue of
indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms and conditions
as if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset Representations
Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification of the Asset
Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed to limit or modify
such indemnification.


 


Section 12.02   
Payment of Asset Representations Reviewer Asset Review Fees and Expenses; Limitation of Liability. (a)  As compensation
for the performance of its routine duties, the Asset Representations Reviewer shall be paid a $5,000 setup fee and shall be paid
a fee (the “Asset Representations Reviewer Fee”), payable monthly from amounts received in respect of the Mortgage
Loans and shall be equal to the product of a rate equal to 0.00150% per annum (the “Asset Representations Reviewer
Fee Rate”) and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including each Non-Serviced Mortgage
Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.


 


(b)        
Upon the completion of any Asset Review with respect to a Delinquent Loan, the Asset Representations Reviewer shall be entitled
to a fee that is a reasonable and customary hourly fee charged by the Asset Representations Reviewer for similar consulting assignments
at the time of such review and any related costs and expenses; provided that the total payment to the Asset Representations
Reviewer shall not be greater than the Asset Representations Reviewer Cap (the “Asset Representations Reviewer Asset
Review Fee”). With respect to an individual Asset Review Trigger, the “Asset Representations Reviewer Cap”
shall equal the sum of: (i) $16,300 multiplied by the number of the Mortgage Loans that are Delinquent Loans and subject to an
Asset Review (the “Subject Loans”), plus (ii) $1,650 per Mortgaged Property relating to the Subject Loans in
excess of one Mortgaged Property per Subject Loan, plus (iii) $2,150 per Mortgaged Property relating to a Subject Loan subject
to a ground lease, plus (iv) $1,150 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement, hotel
management agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv), to adjustments
on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer Price Index
for All Urban Consumers is no longer calculated, for the year of the Closing Date and for the year of the occurrence of the Asset
Review.


 


(c)        
The Asset Representations Reviewer Asset Review Fee with, respect to each Delinquent Loan (or, in the case of a Joint Mortgage
Loan, the applicable Mortgage Loan


 



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Seller
Percentage Interest thereof), shall be paid by the related Mortgage Loan Seller; provided that if the total charge for
the Asset Representations Reviewer on an hourly fee plus costs and expenses basis would exceed the Asset Representations
Reviewer Cap, each Mortgage Loan Seller’s required payment shall be reduced pro rata according to its proportion
of the total charges until the aggregate amount owed by all Mortgage Loan Sellers is equal to the Asset
Representations Reviewer Cap; provided, however, that if the related Mortgage Loan Seller is insolvent such fee
shall become an expense of the Trust following delivery by the Asset Representations Reviewer of evidence reasonably
satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency to pay such amount; provided, further, however,
that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee shall remain an
obligation of the related Mortgage Loan Seller and the Master Servicer or the Special Servicer, as applicable, shall be
required, to the extent consistent with the Servicing Standard, to pursue remedies against such Mortgage Loan Seller in
accordance with the Servicing Standard in order to seek recovery of such amounts from such Mortgage Loan Seller or its
insolvency estate.


 


(d)        
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall be
included in the Purchase Price for any Mortgage Loan that was the subject of a completed Asset Review that is repurchased by a
Mortgage Loan Seller to the extent such fee was not already paid by the related Mortgage Loan Seller, and such portion of the
Purchase Price received shall be used to reimburse the Trust for such fees paid to the Asset Representations Reviewer pursuant
to Section 12.02(c).


 


(e)        
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.


 


(f)        
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of its Asset Representations Reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an Eligible Asset Representations Reviewer, organized and doing business under
the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized under
such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession that
is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement that
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 asset representations reviewer under this Agreement from and after the date of such agreement and
(C) is not a Prohibited Party under this Agreement; (ii) the Asset Representations Reviewer shall not be released from its obligations
under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate at which each of
the Asset Representations Reviewer Fee and the Asset Representations Reviewer Asset Review Fee (or any component thereof) is calculated
shall not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible for the reasonable
costs and expenses of each other party to this Agreement and the Rating Agencies in connection with such transfer. Upon acceptance
of such assignment and delegation, the purchaser or transferee shall provide notice to each party to this Agreement and then will
be the successor asset representations reviewer hereunder.


 






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Section 12.03   
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may at any time resign and be discharged from its obligations hereunder by giving written notice
thereof to the other parties to this Agreement and each Rating Agency. In addition, the Asset Representations Reviewer shall at
all times be, and shall resign if it fails to be an Eligible Asset Representations Reviewer by giving written notice to the other
parties to this Agreement. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. No resignation of the asset representations reviewer will be effective
until a successor asset representations reviewer that is an Eligible Asset Representations Reviewer has been appointed and accepted
the appointment. If no successor asset representations reviewer shall have been so appointed and have accepted appointment within
thirty (30) days after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition
any court of competent jurisdiction for the appointment of a successor asset representations reviewer that is an Eligible Asset
Representations Reviewer. The Asset Representations Reviewer will bear all costs and expenses of each other party hereto and each
Rating Agency in connection with its resignation.


 


Section 12.04   
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer under this Agreement
from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel
from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel from gaining access
to such Affiliate’s information regarding its investment activities.


 


Section 12.05   
Termination of the Asset Representations Reviewer. (a)  An “Asset Representations Reviewer Termination
Event” means any one of the following events whether it shall be voluntary or involuntary or be effected by operation
of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental
body:


 


(i)         
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for
a period of thirty (30) days after the date on which written notice of such failure, requiring the same to be remedied, shall
have been given to the Asset Representations Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee
by the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all the then outstanding Certificates;


 


(ii)        
any failure by the Asset Representations Reviewer to perform in accordance with the Asset Review Standard in any material respect
which failure shall continue unremedied for a period of thirty (30) days after the date on which written


 



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notice of such failure,
requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)        any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue
unremedied for a period of thirty (30) days after the date on which written notice of such failure, requiring the same to
be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;


 


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


 


(v)        
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


(vi)       
the Asset Representations Reviewer shall admit in writing its inability to pay its debts generally as they become due, file a
petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit of its creditors,
or voluntarily suspend payment of its obligations.


 


Upon
receipt by the Certificate Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination
Event, the Certificate Administrator shall promptly provide written notice to all Certificateholders (which shall be simultaneously
delivered to the Asset Representations Reviewer) in accordance with the notice distribution procedures described in Section 12.01(a),
unless the Certificate Administrator has received written notice that such Asset Representations Reviewer Termination Event has
been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and every such case, so long
as such Asset Representations Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon
the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application
of any Appraisal Reduction Amounts), the Trustee shall, terminate all of the rights and obligations of the Asset Representations
Reviewer under this Agreement, other than rights and obligations accrued prior to such termination (including the right to receive
all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising out of events occurring
prior to such termination), by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is
required to bear all reasonable costs and expenses of itself and of each other party to this Agreement in connection with its
termination due to an Asset Representations Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor
and each Mortgage Loan Seller shall have the right, but not the


 



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obligation, to notify the Certificate Administrator and the Trustee
of any Asset Representations Reviewer Termination Event of which it becomes aware.


 


(b)        
Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard
to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations Reviewer
with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice thereof to the
Asset Representations Reviewer by mailing such notice to the Asset Representations Reviewer and to all Certificateholders in accordance
with the notice distribution procedures described in Section 12.01(a). Upon the written direction of Holders of Certificates
evidencing at least 75% of a Certificateholder Quorum (without regard to the application of any Appraisal Reduction Amounts),
the Trustee shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other
than any rights or obligations that accrued prior to the date of such termination and other than indemnification rights arising
out of events occurring prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the
proposed successor. As between the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other,
the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the termination
of the Asset Representations Reviewer. In such event that the holders of the Certificates evidencing at least 75% of a Certificateholder
Quorum elect to remove the Asset Representations Reviewer without cause and appoint a successor, the successor asset representations
reviewer will be responsible for all expenses necessary to effect the transfer of responsibilities from its predecessor.


 


(c)        
On or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section 12.05,
all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated Asset Representations
Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary
or appropriate to effect the purposes of such notice of termination. As soon as practicable, but in no event later than thirty
(30) days after (1) the Asset Representations Reviewer resigns pursuant to Section 12.03 of this Agreement or (2)
the Trustee delivers such written notice of termination to the Asset Representations Reviewer, the Trustee shall appoint a successor
asset representations reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of
the appointment of an Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Certificate Administrator
and each Certificateholder within one Business Day of such appointment.


 


The
Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify
the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator of such disqualification and immediately
resign under Section 12.03 of this Agreement and the Trustee shall appoint a successor asset representations reviewer
subject to and in accordance with this Section 12.05. Notwithstanding the foregoing, if the Trustee is unable to find
a successor asset representations reviewer within thirty (30) days of the termination of the Asset Representations


 



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Reviewer,
the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for any failure to identify and appoint
a successor asset representations reviewer so long as the Trustee uses commercially reasonable efforts to conduct a search for
a successor asset representations reviewer and such failure is not a result of the Trustee’s negligence, bad faith or willful
misconduct in the performance of its obligations hereunder.


 


(d)        
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Mortgage Loan Sellers,
the Depositor and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all of its rights and
obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


[End
of Article XII]


 


Article XIII



MISCELLANEOUS PROVISIONS


 


Section 13.01   
Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent of
any of the Certificateholders or the Companion Holders:


 


(i)         
to correct any defect or ambiguity in this Agreement in order to address any manifest error in any provision of this Agreement;


 


(ii)        
to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus
(or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or this Agreement
or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or
to correct any error;


 


(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)       
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that


 



     385


     


    

 


any
Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor
Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense
of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification
or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material
respect the interests of any Certificateholder or Companion Holder;


 


(v)        
to modify, eliminate or add to the provisions of Section 5.03(o) or any other provision hereof restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal
tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;


 


(vi)        to
revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or
any holder of a Serviced Companion Loan not consenting to such revision or addition, as evidenced in writing by an Opinion of
Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to
a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25);


 


(vii)       to amend or supplement any provision hereof to the extent necessary to maintain the then-current ratings assigned to each Class
of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant
to Section 3.25); provided that such amendment or supplement shall not adversely affect in any material respect
the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      to modify the provisions of Sections 3.05 and 3.17 (with respect to reimbursement of Nonrecoverable Advances
and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee, determine that the
CMBS industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification
does not adversely affect the status of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant
provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has


 



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 delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25);


 


(ix)        
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced
by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from
each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website pursuant to Section 3.13(c) and the Certificate Administrator shall post such notice to the Certificate
Administrator’s Website;


 


(x)        
to modify, eliminate or add to any provisions of this Agreement (i) to such extent as would be necessary to comply with the requirements
of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention Rule 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, as evidenced
by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary 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).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement
or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of
any Mortgage Loan Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller or (B) may
materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


(b)        
This Agreement may also be amended from time to time by the parties hereto with the consent of the Holders of Certificates of
each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests
constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions
of this Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however,
that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the related Certificateholder or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 






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(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Holders, as applicable; or


 


(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or


 


(v)        
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25) and, if required under the related Intercreditor
Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


(c)        
Notwithstanding the foregoing, none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer nor the Special Servicer will be required to consent to any amendment hereto without having first received
an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted hereunder, that all conditions
precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special
Servicer, the Depositor, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or any other specified
person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust
REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the relevant provisions of the Code. Furthermore, no amendment
to this Agreement may be made that changes any provisions specifically required to be included in this Agreement by any Designated
Intercreditor Agreement without the consent of the related Companion Holder(s).


 


(d)        
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 3.13(b) and Section 3.13(c),
as applicable, and, thereafter, the Certificate Administrator shall furnish a written notification of the substance of such amendment
to each Certificateholder and each Serviced Companion Noteholder, the Depositor, the Master Servicer, the Special Servicer, the
Underwriters and the Rating Agencies.


 






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(e)        
It shall not be necessary for the consent of Certificateholders under this Section 13.01 to approve the particular
form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of
obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to
such reasonable regulations as the Certificate Administrator may prescribe.


 


(f)         
The Trustee and the Certificate Administrator shall not be obligated to enter into any amendment pursuant to this Section 13.01
that affects its rights, duties and immunities under this Agreement or otherwise.


 


(g)        
The cost of any Opinion of Counsel to be delivered pursuant to Section 13.01(a) or (c) and the cost of any
amendment entered into hereunder shall be borne by the Person seeking the related amendment, except that if the Master Servicer,
the Certificate Administrator or the Trustee requests any amendment of this Agreement in furtherance of the rights and interests
of Certificateholders, the cost of any Opinion of Counsel required in connection therewith pursuant to Section 13.01(a)
or (c) shall be payable out of the Collection Account.


 


(h)        
The Servicing Standard shall not be amended unless each Rating Agency provides Rating Agency Confirmation and, with respect to
any class of Serviced Companion Loan Securities, the applicable rating agencies provide a confirmation that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings, if any (provided that such rating agency
confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with
respect to the Certificates pursuant to Section 3.25).


 


(i)         
To the extent the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer or the Depositor obtains an Opinion of Counsel as provided for in Section 13.01(c) in connection with executing
any amendment to this Agreement, such party shall be deemed not to have acted negligently in connection with entering into such
amendment for purposes of availing itself of any indemnity provided to such party under this Agreement.


 


(j)         
Notwithstanding any other provision of this Agreement, for purposes of the giving or withholding of consents pursuant to this
Section 13.01, Certificates registered in the name of the Depositor or any Affiliate of the Depositor shall be entitled
to the same Voting Rights with respect to matters described above as they would if any other Person held such Certificates, so
long as neither the Depositor nor any of its Affiliates is performing servicing duties with respect to any of the Mortgage Loans.


 


(k)        
This Agreement may not be amended without the consent of the AB Whole Loan Controlling Holder if such amendment would materially
and adversely affect the related Mortgage Loan or the rights of such Companion Holder hereunder.


 


(l)         
In addition, if one but not all of the Mortgage Notes evidencing a Joint Mortgage Loan is repurchased by the applicable Mortgage
Loan Sellers, this Agreement may be amended by the parties hereto (at the expense of the party requesting such amendment (or,
if the


 



     389


     


    

 


Master Servicer or the Special Servicer is requesting such amendment in connection with the fulfillment of its duties under
this Agreement, at the expense of the Trust)), without the consent of any Certificateholder, to add or modify provisions relating
to the applicable Repurchased Note for purposes of the servicing and administration of such Repurchased Note provided that the
amendment shall not adversely affect in any material respect the interests of the Certificateholders, as evidenced by a Rating
Agency Confirmation from each Rating Agency (obtained at the expense of the Repurchasing Mortgage Loan Seller) with respect to
such amendment (or, if no such Rating Agency Confirmation is actually received, by an Opinion of Counsel to such effect). Prior
to the effectiveness of such amendment, if one but not all of the Mortgage Notes with respect to a Joint Mortgage Loan is repurchased,
the terms of Section 3.33 shall govern the servicing and administration of such Joint Mortgage Loan.


 


Section 13.02   
Recordation of Agreement; Counterparts. (a)  To the extent permitted by applicable law, this Agreement is subject
to recordation in all appropriate public offices for real property records in all the counties or other comparable jurisdictions
in which any or all of the properties subject to the Mortgages are situated, and in any other appropriate public recording office
or elsewhere, such recordation to be effected by the Certificate Administrator at the expense of the Depositor on direction by
the Special Servicer and with the consent of the Depositor (which may not be unreasonably withheld), but only upon direction accompanied
by an Opinion of Counsel (the cost of which shall be paid by the Depositor) to the effect that such recordation materially and
beneficially affects the interests of the Certificateholders.


 


(b)        
For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may
be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


(c)        
The Trustee shall make any filings required under the laws of the state of its place of business required solely by virtue of
the fact of the location of the Trustee’s place of business, the costs of which, if any, to be at the Trustee’s expense.


 


Section 13.03   
Limitation on Rights of Certificateholders. (a)  The death or incapacity of any Certificateholder shall not operate
to terminate this Agreement or the Trust, nor entitle such Certificateholder’s legal representatives or heirs to claim an
accounting or to take any action or proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.


 


(b)        
No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties hereto, nor shall anything herein set forth, or contained
in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members
of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken by
the parties to this Agreement pursuant to any provision hereof.


 






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(c)        
Other than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under
Section 2.03(k)(i), no Certificateholder shall have any right by virtue of any provision of this Agreement to institute
any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement, any Intercreditor Agreement,
any Mortgage Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or
with respect to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written
notice of default, and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or
proceeding on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates
of any Class evidencing not less than 50% of the related Percentage Interests in such Class shall have made written request upon
the Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee
such indemnity reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein
or thereby, and the Trustee, for sixty (60) days after its receipt of such notice, request and offer of such indemnity, shall
have neglected or refused to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise
any of the trusts or powers vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation
hereto at the request, order or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee
indemnity reasonably satisfactory to it against the costs, expenses and liabilities which may be incurred therein or hereby. It
is understood and intended, and expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee,
that no one or more Holders of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement
or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain
or seek to obtain priority over or preference to any other such Holder, which priority or preference is not otherwise provided
for herein, or to enforce any right under this Agreement or the Certificates, except in the manner herein or therein provided
and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions
of this Section 13.03(c), each and every Certificateholder and the Trustee shall be entitled to such relief as can
be given either at law or in equity.


 


Section 13.04   
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING
UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT
OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS
AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE
PROVISIONS OF SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE
FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING


 



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RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN
ANY ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW;
AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR
NOTICES HEREUNDER.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 13.05   
Notices. (a)  Any communications provided for or permitted hereunder shall be in writing and, unless otherwise
expressly provided herein, shall be deemed to have been duly given if personally delivered at or couriered, sent by facsimile
transmission (other than with respect to the Depositor or Mortgage Loan Sellers) or mailed by registered mail, postage prepaid
(except for notices to the Mortgage Loan Sellers, the Master Servicer the Certificate Administrator and the Trustee which shall
be deemed to have been duly given only when received), to:


 


In
the case of the Depositor:



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, Floor 21

New York, New York 10004-2413

Attention: SPG Legal

E-mail: US_CMBS_Notice@jpmorgan.com


 


In
the case of the Master Servicer:



Midland Loan Services, a Division of PNC Bank, National
Association,

10851 Mastin Street, Suite 700

Building 82, Suite 300 


Overland
Park, Kansas 66210

Attention: Executive Vice President – Division Head,

Fax number: 1-888-706-3565


 






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Email:
NoticeAdmin@midlandls.com (and solely with respect to notices under Section 3.13, with a copy to AskMidland@midlandls.com)


 


with
a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 


In
the case of the Special Servicer:



Midland Loan Services, a Division of PNC Bank, National
Association,

10851 Mastin Street, Suite 700

Building 82, Suite 300 


Overland
Park, Kansas 66210

Attention: Executive Vice President – Division
Head,

Fax number: 1-888-706-3565 


Email:
NoticeAdmin@midlandls.com (and solely with respect to notices under Section 3.13, with a copy to AskMidland@midlandls.com)


 


with
a copy to:



Stinson LLP

1201 Walnut Street

Suite 2900

Kansas City, Missouri 64106-2150

Fax Number: (816) 412-9338

Attention: Kenda K. Tomes

Email: kenda.tomes@stinson.com


 






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In
the case of the Certificate Administrator and Trustee:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2020-IG1 Mortgage Trust



with a copy to:



Telecopy Number: (410) 715-2380

E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 


In
the case of the surrender, transfer or exchange for Certificates other than the VRR Interest during the Risk Retention Transfer
Period, to the Certificate Registrar:



Wells Fargo Center

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services (CMBS): Benchmark 2020-IG1


 


In
the case of a release, transfer or surrender of the Retained Certificates to the Certificate Administrator:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – Benchmark 2020-IG1


 


with
a copy to:



riskretentioncustody@wellsfargo.com


 


In
the case of the Custodian:



Wells Fargo Bank, National Association

1055 10th Ave SE

Minneapolis, Minnesota 55414

Attn: Document Custody Group: Benchmark 2020-IG1



with a copy to:



Email: cmbscustody@wellsfargo.com


 






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In
the case of the Asset Representations Reviewer:



Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BMARK 2020-IG1 – Surveillance Manager


 


with
a copy sent contemporaneously via email to:



cmbs.notices@parkbridgefinancial.com


 


In
the case of the Mortgage Loan Sellers or an initial Risk Retention Consultation Party (in the case of JPMCB and CREFI):


 


		(i)	JPMorgan
                                         Chase Bank, National Association

                                         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:



JPMorgan Chase Bank, National Association

4 New York Plaza, Floor 21

New York, New York 10004-2413

Attention: SPG Legal

Email: US_CMBS_Notice@jpmorgan.com


 


		(ii)	German
                                         American Capital Corporation

                                         60 Wall Street

                                         New York, New York 10005

                                         Attention: Helaine Kaplan

                                         

                                         with a copy via email to:

                                         

                                         lainie.kaye@db.com and cmbs.requests@db.com



 


with
a copy to:



German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: General Counsel

Facsimile no.: (646) 736-5721


 






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		(iii)	Citi
                                         Real Estate Funding Inc.

                                         388 Greenwich Street, 6th Floor

                                         New York, New York 10013

                                         Attention: Richard Simpson

                                         Fax Number: (646) 328-2943



 


with
a copy to:



Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax Number: (347) 394-0898


 


with
a copy to:



Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax Number: (646) 862-8988


 


with
copies by electronic mail to:



Richard Simpson at Richard.simpson@citi.com, Ryan M. O’Connor at ryan.m.oconnor@citi.com and, in the case of each 15Ga-1
Notice, cmbs.notice@citi.com


 


If
to Deutsche Bank AG, acting through its New York Branch, as an initial Risk Retention Consultation Party, to:



Deutsche Bank AG, acting through its New York Branch

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with
copies via email to:


 


cmbs.requests@db.com


 


In
the case of any mezzanine lender:



The address set forth in the related Intercreditor Agreement.


 


To
each such Person, such other address as may hereafter be furnished by such Person to the parties hereto in writing. Any communication
required or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class,
postage prepaid, to the address of such Holder as shown in the Certificate Register. Any notice so mailed


 



     396


     


    

 


within the time prescribed
in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder receives such notice.


 


(b)        
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.13(c) to the Rating Agencies at the address
listed below, promptly following the occurrence thereof. The Master Servicer or Special Servicer, as applicable, the Certificate
Administrator, and Trustee also shall furnish such other information regarding the Trust as may be reasonably requested by the
Rating Agencies to the extent such party has or can obtain such information without unreasonable effort or expense; provided,
however, that such other information is first provided to the 17g-5 Information Provider in accordance with the procedures
set forth in Section 3.13(c); provided, further, that the 17g-5 Information Provider shall not disclose
which Rating Agency has requested such information. Notwithstanding the foregoing, the failure to deliver such notices or copies
shall not constitute a Servicer Termination Event, as the case may be, under this Agreement. Any confirmation of the rating by
the Rating Agencies required hereunder shall be in writing.


 


Any
notices to the Rating Agencies shall be sent to the following addresses:



Fitch Ratings, Inc.


300
West 57th Street


New
York, NY 10019


Attention:
Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com


 


Kroll
Bond Rating Agency, Inc.

845 Third Avenue

New York, New York 10022

Email: cmbssurveillance@krollbondratings.com


 


Section 13.06   
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall
be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from
the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way affect the validity or enforceability
of the other provisions of this Agreement or of the Certificates or the rights of the Holders thereof.


 


Section 13.07   
Grant of a Security Interest. The Depositor intends that the conveyance of the Depositor’s right, title and interest
in, to and under the Conveyed Property 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, to and under, whether now owned or existing or
hereafter acquired or arising, the Conveyed Property and all proceeds thereof and (ii) this


 



     397


     


    

 


Agreement shall constitute a
security agreement under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a UCC Financing
Statements in all appropriate locations promptly following the initial issuance of the Certificates to reflect the assignments
made by the Mortgage Loan Sellers to the Depositor (and the Trustee) and by the Depositor to the Trustee (copies of which shall
be delivered no later than ten (10) days following the Closing Date), and the Certificate Administrator shall, at the expense
of the Depositor (to the extent reasonable) but in no event at the expense of the Trust, prepare and file continuation statements
with respect thereto, in each case in the six-month period prior to every fifth anniversary of the date of the initial UCC Financing
Statement. The Depositor shall cooperate in a reasonable manner with the Certificate Administrator in the preparation and filing
of such continuation statements. This Section 13.07 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.


 


Section 13.08   
Successors and Assigns; Third Party Beneficiaries. (a)  The provisions of this Agreement shall be binding upon
and inure to the benefit of the respective successors and assigns of the parties hereto, and all such provisions shall inure to
the benefit of the Certificateholders, subject to Section 13.03. Each Mortgage Loan Seller (and its respective agents),
each Companion Holder (and its respective agents), each Underwriter and each depositor of a Regulation AB Companion Loan Securitization
is an intended third-party beneficiary to this Agreement in respect of the respective rights afforded it hereunder. No other person,
including, without limitation, any Mortgagor, shall be entitled to any benefit or equitable right, remedy or claim under this
Agreement. If one, but not all, of the Mortgage Notes evidencing any Joint Mortgage Loan is repurchased, the applicable Repurchasing
Mortgage Loan Seller shall be a third-party beneficiary of this Agreement to the same extent as if it were a holder of a Serviced
Pari Passu Companion Loan, as contemplated by Section 3.33 hereof.


 


(b)        
Each Serviced Companion Noteholder shall be a third-party beneficiary to this Agreement in respect to the rights afforded it hereunder.
Each of the Other Servicers and the Other Trustees shall be a third-party beneficiary to this Agreement in respect to all provisions
herein expressly relating to compensation, reimbursement or indemnification of such Other Servicer and Other Trustee, and any
provisions regarding reimbursement or advances or interest thereon to such Other Servicer or Other Trustee.


 


(c)        
Each of the applicable Non-Serviced Trustee, Non-Serviced Master Servicer, Non-Serviced Special Servicer and any Non-Serviced
Trust holding a related Non-Serviced Companion Loan, shall be a third-party beneficiary to this Agreement in respect to its rights
as specifically provided for herein and under the applicable Non-Serviced Intercreditor Agreement.


 


(d)        
Subject to Section 2.03(k)(ii), Section 2.03(l)(iv) and Section 2.03(l)(v), any Requesting
Certificateholder shall be an express third-party beneficiary to this Agreement for purposes of exercising rights under Section 2.03(k)
through Section 2.03(o).


 


Section 13.09   
Article and Section Headings. The article and section headings herein are for convenience of reference only, and shall
not limit or otherwise affect the meaning hereof.


 






     398


     


    

 


Section 13.10   
Notices to the Rating Agencies. (a)  The Certificate Administrator shall use reasonable efforts promptly to provide
notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
(and the related 17g-5 information provider for any class of Serviced Companion Loan Securities to the extent applicable to any
Serviced Whole Loan) with respect to each of the following of which it has actual knowledge:


 


(i)        
any material change or amendment to this Agreement;


 


(ii)        the occurrence of a Servicer Termination Event that has not been cured;


 


(iii)      
the resignation or termination of the Certificate Administrator, the Master Servicer, the Asset Representations Reviewer or the
Special Servicer; and


 


(iv)       the repurchase or substitution of Mortgage Loans by the related Mortgage Loan Seller pursuant to Section 6 of the related
Mortgage Loan Purchase Agreement.


 


(b)       
The Master Servicer shall use reasonable efforts to promptly provide notice to the 17g-5 Information Provider for posting on the
17g-5 Information Provider’s Website pursuant to Section 3.13(c), with respect to each of the following of which
it has actual knowledge:


 


(i)        
the resignation or removal of the Trustee or the Certificate Administrator;


 


(ii)        any change in the location of the Collection Account;


 


(iii)       any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Trustee;


 


(iv)       any change in the lien priority of any Mortgage Loan with respect to an assumption of the Mortgage Loan or additional encumbrance
described in Section 3.08;


 


(v)       
any additional lease to an anchor tenant or termination of any existing lease to an anchor tenant at retail properties for any
Mortgage Loan with a Stated Principal Balance that is equal to or greater than the lesser of (1) an amount greater than 5%
of the then aggregate outstanding principal balances of the Mortgage Loans and (2) $35,000,000;


 


(vi)       any material damage to any Mortgaged Property;


 


(vii)      any assumption with respect to a Mortgage Loan; and


 


(viii)     any release or substitution of any Mortgaged Property.


 


(c)        The Certificate Administrator shall promptly furnish notice to the 17g-5 Information Provider for posting on the 17g-5 Information
Provider’s Website pursuant to Section 3.13(c), and thereafter to the Rating Agencies of (i) any change
in the location of the Distribution Accounts and (ii) the final payment to any Class of Certificateholders.


 






     399


     


    

 


(d)        
The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, shall furnish to the
17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website pursuant to Section 3.13(c),
and thereafter to each Rating Agency (and any rating agency for any class of Serviced Companion Loan Securities to the extent
applicable to any Serviced Whole Loan) with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) such information
as any Rating Agency shall reasonably request and which the Trustee, the Certificate Administrator, the Master Servicer or the
Special Servicer, can reasonably provide in accordance with applicable law and without waiving any attorney-client privilege relating
to such information or violating the terms of this Agreement or any Mortgage Loan documents. The Trustee, the Certificate Administrator,
the Master Servicer and Special Servicer, as applicable, may include any reasonable disclaimer it deems appropriate with respect
to such information. Notwithstanding anything to the contrary herein, nothing in this Section 13.10 shall require
a party to provide duplicative notices or copies to the Rating Agencies with respect to any of the above listed items. In connection
with the delivery by the Master Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information Provider shall notify
the Master Servicer or the Special Servicer when such information, report, notice or document has been posted. The Master Servicer
or Special Servicer, as applicable, may, but shall not be obligated to send such information, report, notice or document to the
applicable Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5
Information Provider or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


Section 13.11   
PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan Services,
a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against
PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a
Division of PNC Bank, National Association.


 


[End
of Article XIII]


 


[SIGNATURES
COMMENCE ON FOLLOWING PAGE]


 






     400


     


    

 



IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective
officers thereunto duly authorized, in each case as of the day and year first above written.


 


	 	J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., Depositor
	 	 	 
	 	By:	/s/
    John Miller
	 	 	Name:   
    John Miller
	 	 	Title:      Vice
    President
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

Master Servicer
	 	 	 
	 	By:	/s/
    David A. Eckels
	 	 	Name:   David A. Eckels 
	 	 	Title:     Senior
    Vice     President
	 	 	 
	 	MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION,

Special Servicer
	 	 	 
	 	By:	/s/
    David A. Eckels
	 	 	Name:   David A. Eckels
	 	 	Title:     Senior
    Vice     President
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Certificate Administrator
	 	 	 
	 	By:	/s/
    Stacey Gross
	 	 	Name:   Stacey
    Gross
	 	 	Title:     Vice
    President



 


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	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity, but solely as Trustee
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:  Stacey Gross
	 	 	Title:    Vice President
	 	 	 
	 	 PARK BRIDGE LENDER SERVICES LLC,

Asset Representations Reviewer
	 	 	 
	 	By:	Park Bridge Advisors LLC

Its Sole Member
	 	 	 
	 	By:	Park Bridge Financial LLC

Its Sole Member
	 	 	 	 	 
	 	By:	/s/
    Robert J. Spinna, Jr.
	 	 	Name:  Robert
    J. Spinna, Jr.
	 	 	Title:     Managing
    Member


 


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	STATE
    OF NEW YORK	)
	 	)
          ss.:
	COUNTY
    OF NEW YORK	)


 





On
the 19th day of February, 2020, before me, a notary public in and for said State, personally appeared John Miller
known to me to be a Vice President of J.P. Morgan Chase Commercial Mortgage Securities Corp., that executed the
within instrument, and also known to me to be the person who executed it on behalf of such corporation, and acknowledged to me
that such corporation 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/
    James W. Conaldine
		Notary Public
		 
		 
	[SEAL]	James W. Conaldine
	 	Notary
    Public, State of New York
	 	Qualified in Ulster County
	My
commission expires:	No.
    01CO6390913
	4/22/2023	My Commission Expires April 22, 2023


 



     


     


    

 


	STATE OF KANSAS	)	 
	 	)      ss.	 
	COUNTY OF JOHNSON	)	 


 


On the 25th day of February 2020, before me, a notary public in and for said State, personally appeared
David A. Eckels, known to me to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association,
one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of such
entity, and acknowledged to me that such entity executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.


 


	NOTARY
    PUBLIC - State of Kansas	 	/s/
Laura Escalante

	 LAURA ESCALANTE 	 	Notary Public
	My Appt. Expires 08/14/2021	 	 



 


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	STATE OF KANSAS	)	 
	 	)      ss.	 
	COUNTY OF JOHNSON	)	 


 


On the 25th day of February 2020, before me, a notary public in and for said State, personally appeared
David A. Eckels, known to me to be a Senior Vice President of Midland Loan Services, a Division of PNC Bank, National Association,
one of the entities that executed the within instrument, and also known to me to be the person who executed it on behalf of such
entity, and acknowledged to me that such entity executed the within instrument.


 


IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this
certificate first above written.


 


	NOTARY
    PUBLIC - State of Kansas	 	/s/
Laura Escalante

	 LAURA ESCALANTE 	 	Notary Public
	My Appt. Expires 08/14/2021	 	 



 


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	STATE
    OF: MARYLAND	)
	 	)
         ss.:
	COUNTY
    OF HOWARD	)


 


On the 19th day of February, 2020, before me, a notary public in and for said State, personally appeared
Stacey Gross known to me to be a Vice President of Wells Fargo Bank, National Association, that executed the within instrument, and also
known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such Vice President
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/
    Amy Martin
	 	Notary
    Public



 

	AMY
    MARTIN	 	 
	Notary
    Public - Maryland	 	 
	Anne
    Arundel County	 	
	My
    Commission Expires on	 	 
	February
    22, 2021	 	 







  






     


     


    

 


	STATE
    OF: MARYLAND	)
	 	)
         ss.:
	COUNTY
    OF HOWARD	)


 


On the 19th day of February, 2020, before me, a notary public in and for said State, personally appeared
Stacey Gross known to me to be a Vice President of Wells Fargo Bank, National Association, that executed the within instrument, and also
known to me to be the person who executed it on behalf of such national banking association, and acknowledged to me that such Vice President
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/
    Amy Martin
	 	Notary
    Public



 

	AMY
    MARTIN	 	 
	Notary
    Public - Maryland	 	 
	Anne
    Arundel County	 	
	My
    Commission Expires on	 	 
	February
    22, 2021	 	 







  






     


     


    

 





	STATE
    OF NEW YORK	)
	 	)
         ss:
	COUNTY
    OF NEW YORK	)


 





On
this 19th 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 Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge before me
that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which in turn
is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument; and
that he signed 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/
    Niaja K. Mowatt
	 	NOTARY
    PUBLIC in and for the
	 	State
    of New York







 





[SEAL]


 


My Commission
expires:        3/31/20    


(Date)


 





	NIAJA
    WILLIAMS MOWATT	 	 
	Notary
    Public - State of New York	 	 
	NO.
    01W16184241	 	 
	Qualified
    in Suffolk County	 	 
	My
    Commission Expires 3/31/20	 	 









 


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EXHIBIT
A-1


 


FORM
OF CLASS A-1 CERTIFICATE


 


CLASS
A-1


 


BENCHMARK
2020-IG1 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-IG1, CLASS A-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.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION
CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR


 





 



 


		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.




 






    A-1-1






     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-1-2






     


    

	PASS-THROUGH
                                         RATE: 2.7018%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2020

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 28, 2020

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2020

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-1 CERTIFICATES

        AS OF THE CLOSING DATE: $42,750,000

         
	 	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08162LAA8

         

        ISIN
        NO.: US08162LAA89

         

        COMMON
        CODE NO.: [__]

         

        CERTIFICATE
        NO.: A-1-[1]

         




 



    A-1-3






     


    

CLASS A-1
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-1 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Asset Representations Reviewer. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated
as the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents 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. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-1-4






     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-1 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to
be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed


 






    A-1-5






     


    

 


by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-1 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-1-6






     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)         to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)        to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee, determine that
the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule 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, as evidenced by an Opinion of Counsel; or


 






    A-1-7






     


    

 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary 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).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to
the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling
and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 






    A-1-8






     


    

 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-1-9






     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,     not in its individual capacity but solely as Certificate Registrar under
    the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


		Dated:	February
                                         28, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-1 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    A-1-10






     


    

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants	 
	 	 	in common	Act
        __________________________
	 	 		
(State)


  


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)




 





 



(Please
print or typewrite name and address of assignee)




 





 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


  





	 	 
	SIGNATURE GUARANTEED	 


  


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 




    A-1-11






     


    

DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


  


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-1-12






     


    

 


EXHIBIT
A-2


 


FORM
OF CLASS A-2 CERTIFICATE


 


CLASS
A-2


 


BENCHMARK
2020-IG1 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-IG1, CLASS A-2


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION
CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR


 





 






 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.




 






    A-2-1






     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT, ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-2-2






     


    

	PASS-THROUGH
                                         RATE: 2.6765%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2020

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 28, 2020

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2020

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-2 CERTIFICATES

        AS OF THE CLOSING DATE: $47,500,000

         
	 	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        aSSET
        REPRESENTATIONS REVIEWER:  PARK BRIDGE
        LENDER SERVICES LLC

         

        CUSIP
        NO.: 08162LAB6

         

        ISIN
        NO.: US08162LAB62

         

        COMMON
        CODE NO.: [__]

         

        CERTIFICATE
        NO.: A-2-[1]

         





    A-2-3






     


    

CLASS A-2
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-2 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Asset Representations Reviewer. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated
as the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents 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. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-2-4






     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-2 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to
be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed


 






    A-2-5






     


    

 


by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-2 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-2-6






     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee, determine that
the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule 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, as evidenced by an Opinion of Counsel; or


 






    A-2-7






     


    

 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary 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).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to
the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling
and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 






    A-2-8






     


    

 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-2-9






     


    

IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,     not in its individual capacity but solely as Certificate Registrar under
    the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





  


		Dated:	February
                                         28, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-2 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





  




    A-2-10






     


    

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants	 
	 	 	in common	Act
        __________________________
	 	 		
(State)


 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)







 





 



(Please
print or typewrite name and address of assignee)


 





 



 







the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 





	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 




    A-2-11






     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-2-12






     


    

EXHIBIT
A-3


 


FORM
OF CLASS A-3 CERTIFICATE


 


CLASS
A-3


 


BENCHMARK
2020-IG1 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-IG1, CLASS A-3


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION
CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR


 





 



 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.




 






    A-3-1






     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-3-2






     


    

	PASS-THROUGH
                                         RATE: 2.6866%

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2020

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 28, 2020

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2020

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-3 CERTIFICATES

        AS OF THE CLOSING DATE: $348,650,000

         
	 	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08162LAC4

         

        ISIN
        NO.: US08162LAC46

         

        COMMON
        CODE NO.: [__]

         

        CERTIFICATE
        NO.: A-3-[1]

         

	 	 	 




    A-3-3






     


    

CLASS A-3
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-3 Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Asset Representations Reviewer. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated
as the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents 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. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-3-4






     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-3 Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to
be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed


 






    A-3-5






     


    

 


by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-3 Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-3-6






     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)         
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee, determine that
the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule 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, as evidenced by an Opinion of Counsel; or


 



    A-3-7






     


    




(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary 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).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to
the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling
and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 






    A-3-8






     


    

 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-3-9






     


    

IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,     not in its individual capacity but solely as Certificate Registrar under
    the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


		Dated:	February
                                         28, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-3 CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 





  




    A-3-10






     


    

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:


 





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants	 
	 	 	in common	Act
        __________________________
	 	 		
(State)


  


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto  ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)







 





 



(Please
print or typewrite name and address of assignee)


 





 



 







the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 



	 	 
	SIGNATURE GUARANTEED	 





  


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 




    A-3-11






     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-3-12






     


    

EXHIBIT
A-4


 


FORM
OF CLASS X-A CERTIFICATE


 


CLASS
X-A


 


BENCHMARK
2020-IG1 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-IG1, CLASS X-A


 


[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


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION
CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CLASS X-A CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS
A-1, CLASS A-2, CLASS A-3 AND CLASS A-S CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE
LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-A CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL


 





 



 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.




 






    A-4-1






     


    

 


PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 




    A-4-2






     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2020

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 28, 2020

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2020

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-A CERTIFICATES AS OF THE CLOSING DATE: $561,450,000

         
	 	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION LLC

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08162LAD2

         

        ISIN
        NO.: US08162LAD29

         

        COMMON
        CODE NO.: [__]

         

        CERTIFICATE
        NO.: X-A-[1][2]

         





    A-4-3






     


    

CLASS X-A
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-A Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Asset Representations Reviewer. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class X-A Certificates. The Certificates are designated
as the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents 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. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-4-4






     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-A Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on
the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed


 






    A-4-5






     


    

 


by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-A Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 






    A-4-6






     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee, determine that
the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule 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, as evidenced by an Opinion of Counsel; or


 






    A-4-7






     


    

 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary 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).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to
the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling
and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 






    A-4-8






     


    

 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-4-9






     


    

IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,     not in its individual capacity but solely as Certificate Registrar under
    the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








  


		Dated:	February
                                         28, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-A CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 




    A-4-10






     


    

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations: 





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants	 
	 	 	in common	Act
        __________________________
	 	 		
(State)


 


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)







 





 



(Please
print or typewrite name and address of assignee)


 





 



 




the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 




    A-4-11






     


    

DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-4-12






     


    

EXHIBIT
A-5


 


FORM
OF CLASS X-B CERTIFICATE


 


CLASS
X-B


 


BENCHMARK
2020-IG1 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-IG1, CLASS X-B


 


[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


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION
CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CLASS X-B CERTIFICATE HAS NO PRINCIPAL BALANCE AND WILL NOT RECEIVE ANY DISTRIBUTION OF PRINCIPAL.


 


THE
NOTIONAL AMOUNT OF THIS CERTIFICATE WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B
CERTIFICATES. ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET
FORTH BELOW.


 


THE
NOTIONAL AMOUNT ON WHICH THE INTEREST PAYABLE TO THE HOLDERS OF THE CLASS X-B CERTIFICATES IS BASED WILL BE REDUCED AS A RESULT
OF PRINCIPAL PAYMENTS AND LOSSES ON THE MORTGAGE LOANS. ACCORDINGLY, THE INTEREST PAYABLE PURSUANT TO THIS CERTIFICATE MAY BE
LESS THAN THAT SET FORTH BELOW.  


 





 



 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.




 






    A-5-1






     


    

 





THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 






    A-5-2






     


    

 






	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2020

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 28, 2020

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2020

         

        APPROXIMATE
        AGGREGATE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES AS OF THE CLOSING DATE: $35,720,000

         
	 	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08162LAE0

         

        ISIN
        NO.: US08162LAE02

         

        COMMON
        CODE NO.: [__]

         

        CERTIFICATE
        NO.: X-B-[1]

         





    A-5-3






     


    

CLASS X-B
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class X-B Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Asset Representations Reviewer. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class X-B Certificates. The Certificates are designated
as the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents 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. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and
private debts.


 






    A-5-4






     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class X-B Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Interest allocated to this Certificate on any Distribution
Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on
the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate
as set forth in the Pooling and Servicing Agreement.


 


Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed


 






    A-5-5






     


    

 


by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class X-B Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $1,000,000 initial Notional Amount, and in integral multiples of $1 in excess thereof,
with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount
of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 


 






    A-5-6






     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee, determine that
the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule 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, as evidenced by an Opinion of Counsel; or


 






    A-5-7






     


    

 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary 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).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to
the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling
and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 






    A-5-8






     


    

 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-5-9






     


    

IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.





 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,     not in its individual capacity but solely as Certificate Registrar under
    the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 


		Dated:	February
                                         28, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS X-B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:












 




    A-5-10






     


    

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations: 





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants	 
	 	 	in common	Act
        __________________________
	 	 		
(State)


  


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)







 





 



(Please
print or typewrite name and address of assignee)







 





 






 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 





	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 




    A-5-11






     


    

DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-5-12






     


    

EXHIBIT
A-6


 


FORM
OF CLASS A-S CERTIFICATE


 


CLASS
A-S


 


BENCHMARK
2020-IG1 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-IG1, CLASS A-S


 


[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


 


[TRANSFERS
OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION
CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).


 


THE
PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL
DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES
ON THE RELATED MORTGAGE LOANS FOR


 





 



 





		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 


		2	Book-Entry
                                         Certificate legend.




 






    A-6-1






     


    

 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL
COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE
BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT
CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.


 


THIS
CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS X-A AND CLASS X-B CERTIFICATES AS AND TO THE EXTENT
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 




    A-6-2






     


    

	PASS-THROUGH
                                         RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

         

        DENOMINATION:
        $[            ]

         

        DATE
        OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2020

         

        CUT-OFF
        DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

         

        CLOSING
        DATE: FEBRUARY 28, 2020

         

        FIRST
        DISTRIBUTION DATE:

        MARCH 17, 2020

         

        APPROXIMATE
        AGGREGATE

        CERTIFICATE BALANCE

        OF THE CLASS A-S CERTIFICATES

        AS OF THE CLOSING DATE: $122,550,000

         
	 	MASTER
                                         SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL
        SERVICER: MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        CERTIFICATE
        ADMINISTRATOR: WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        ASSET
        REPRESENTATIONS REVIEWER: PARK BRIDGE LENDER SERVICES LLC

         

        CUSIP
        NO.: 08162LAF7

         

        ISIN
        NO.: US08162LAF76

         

        COMMON
        CODE NO.: [__]

         

        CERTIFICATE
        NO.: A-S-[1]

         

	 	 	 




    A-6-3






     


    

CLASS A-S
CERTIFICATE


 


evidencing
a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage
Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties
and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases,
and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held
in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess
Interest Distribution Account and the REO Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS
CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class A-S Certificates
issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Asset Representations Reviewer. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof
(herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the
face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified
on the face hereof, by the aggregate initial Certificate Balance of the Class A-S Certificates. The Certificates are designated
as the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 and are issued in the
classes as specifically set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100%
of the beneficial ownership of the Trust.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information
with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and
obligations of the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any
conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of
the Pooling and Servicing Agreement shall govern.


 


This
Certificate represents 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. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest
then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution
Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment
Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment
of public and private debts.


 






    A-6-4






     


    

 


Interest
on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the
Interest Accrual Period relating to such Distribution Date at the Class A-S Pass-Through Rate specified above on the Certificate
Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate
on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to
be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement
of this Certificate as set forth in the Pooling and Servicing Agreement.


 


Certificate
Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage
Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement,
the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates
specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate
Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit
in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing
Agreement. Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection
Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement
of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All
distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other
than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to
the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate
Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The
final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously
allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the
offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited
to the account or accounts of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been
given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation,
the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering
Certificateholders concerning the surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding
such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice
to the non-tendering Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder
on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing
Agreement.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate
is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office
of the Certificate Registrar or at the office of its transfer agent, duly endorsed


 






    A-6-5






     


    

 


by, or accompanied by an assignment in the
form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder
hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized Denominations will be issued to the designated transferee or transferees.


 


Subject
to the terms of the Pooling and Servicing Agreement, the Class A-S Certificates will be issued in book-entry form through the
facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate
of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.
In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs
(including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted
by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement)
incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each
transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer
or exchange.


 


The
Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate
Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders
or the Companion Holders:


 


(i)           
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision
of the Pooling and Servicing Agreement;


 


(ii)          
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements
made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)         
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;


 


(iv)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain
the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code
at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion
of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)          
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of


 


 






    A-6-6






     


    

 


the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or
any other change; provided that the required action shall not adversely affect in any material respect the interests of
any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that
such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting
to such amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)      
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee, determine that
the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(ix)         
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)          
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule 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, as evidenced by an Opinion of Counsel; or


 






    A-6-7






     


    

 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary 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).


 


Notwithstanding
the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or
the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any
Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage
Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The
Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of
Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage
Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such
Class; provided, however, that no such amendment shall:


 


(i)         
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed
on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to
a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)         
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding; or


 


(iv)         
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under
the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole
Loan.


 


Notwithstanding
the foregoing, none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master
Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without
having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under
the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise
of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator,
the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition
of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause
the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to
the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling
and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).


 






    A-6-8






     


    

 


The
obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate
Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate
upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment
resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.
In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court
of St. James, living on the date hereof.


 


Unless
the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar
has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes
no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans.


 


THIS
CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE
OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-6-9






     


    

 


IN
WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,     not in its individual capacity but solely as Certificate Registrar under
    the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


		Dated:	February
                                         28, 2020



 


CERTIFICATE
OF AUTHENTICATION


 


THIS
IS ONE OF THE CLASS A-S CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








  




    A-6-10






     


    

ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:





	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants	 
	 	 	in common	Act
        __________________________
	 	 		
(State)


  


Additional
abbreviations may also be used though not in the above list.


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 







 



(Please
insert Social Security or other identifying number of Assignee)


 





 








(Please
print or typewrite name and address of assignee)




 





 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


 





	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.





 





	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.


 




    A-6-11






     


    

 


DISTRIBUTION
INSTRUCTIONS


 


The
assignee should include the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account
of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.
Statements should be mailed to _______________________________________________________________. This information is provided by
assignee named above, or ______________________________, as its agent.


 




    A-6-12






     


    

 


EXHIBIT A-7

 

FORM OF CLASS B CERTIFICATE

 

CLASS B

 

BENCHMARK 2020-IG1 MORTGAGE TRUST

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2020-IG1, CLASS B

 

[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

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR

 

 


 




1       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 




2       Book-Entry Certificate legend.

 




     A-7-1


     


    
NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.

 

THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS X-A, CLASS X-B AND CLASS A-S CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


     A-7-2


     


    
 


	
PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

DENOMINATION:  $[            ]

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1, 2020

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

CLOSING DATE: FEBRUARY 28, 2020

FIRST DISTRIBUTION DATE:
MARCH 17, 2020

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE
OF THE CLASS B CERTIFICATES
AS OF THE CLOSING DATE:  $35,720,000

	
 

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

ASSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 08162LAG5

 

ISIN NO.:  US08162LAG59

 

COMMON CODE NO.:  [__]

 

CERTIFICATE NO.:  B-[1]




 


     A-7-3


     


    
CLASS B CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by

 

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class B Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class B Certificates.  The Certificates are designated as the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents 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.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 


     A-7-4


     


    
Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class B Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Certificate Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Certificate Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed

 


     A-7-5


     


    
by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class B Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)     to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)    to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to correct any error;

 

(iii)   to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)   to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;

 

(v)     to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of

 


     A-7-6


     


    
the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)    to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);

 

(vii)   to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)  to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);

 

(ix)    to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or

 


     A-7-7


     


    
(xi)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary 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).

 

Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)     reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)    reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)    adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)      amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).

 


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The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 


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IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:
Title:




 

Dated:  February 28, 2020

 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS B CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:
Title:




 


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ABBREVIATIONS

 

The following abbreviations,
when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
Common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list.

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 

 

(Please insert Social Security or other identifying number of Assignee)

 

 

(Please print or typewrite name and address of assignee)

 

 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.

 


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DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.  Statements should be mailed to _______________________________________________________________.  This information is provided by assignee named above, or ______________________________, as its agent.

 


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EXHIBIT A-8

 

FORM OF CLASS C CERTIFICATE

 

CLASS C

 

BENCHMARK 2020-IG1 MORTGAGE TRUST

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2020-IG1, CLASS C

 

[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

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR

 


 


 



1       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 




2       Book-Entry Certificate legend.

 





A-8-1



 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.

 

THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS X-A, CLASS X-B, CLASS A-S AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 



A-8-2



 


	
PASS-THROUGH RATE:  VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

DENOMINATION:  $[            ]

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1, 2020

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

CLOSING DATE: FEBRUARY 28, 2020

FIRST DISTRIBUTION DATE:
MARCH 17, 2020

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE
OF THE CLASS C CERTIFICATES
AS OF THE CLOSING DATE:  $14,630,000

	
 

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

ASSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 08162LAH3

 

ISIN NO.:  US08162LAH33

 

COMMON CODE NO.:  [__]

 

CERTIFICATE NO.:  C-[1]




 



A-8-3



 


CLASS C CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by

 

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class C Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class C Certificates.  The Certificates are designated as the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents 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.  Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.  All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 



A-8-4



 


Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class C Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Certificate Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Certificate Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.

 

As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed

 



A-8-5



 


by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class C Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $10,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)      to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)     to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to correct any error;

 

(iii)     to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)     to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;

 

(v)       to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of

 



A-8-6



 


the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)      to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);

 

(vii)    to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)    to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);

 

(ix)      to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)       to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention Rule 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, as evidenced by an Opinion of Counsel; or

 



A-8-7



 


(xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary 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).

 

Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)     reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)     reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)    adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)    change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)     amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).

 



A-8-8



 


The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-8-9



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:
Title:




 

Dated:  February 28, 2020

 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS C CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:
Title:




 



A-8-10



 


ABBREVIATIONS

 

The following abbreviations,
when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
Common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list.

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 

 

(Please insert Social Security or other identifying number of Assignee)

 

 

(Please print or typewrite name and address of assignee)

 

 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.

 



A-8-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.  Statements should be mailed to _______________________________________________________________.  This information is provided by assignee named above, or ______________________________, as its agent.

 



A-8-12



 


EXHIBIT A-9

 

FORM OF CLASS D CERTIFICATE

 

CLASS D

 

BENCHMARK 2020-IG1 MORTGAGE TRUST

 

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES

 

SERIES 2020-IG1, CLASS D

 

[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

 

[TRANSFERS OF THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS BOOK-ENTRY CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.

 

THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT”, AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”).

 

THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS FOR

 

 


 




1       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.

 




2       Book-Entry Certificate legend.

 





A-9-1



 


NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT.  ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW.  ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE CERTIFICATE ADMINISTRATOR.  

 

THIS CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL INTEREST INA PORTION OF A GRANTOR TRUST HAT HOLDS THE EXCESS INTEREST AND RELATED AMOUNTS IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.

 

THIS CERTIFICATE IS SUBORDINATED TO THE CLASS A-1, CLASS A-2, CLASS A-3, CLASS A-S, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

 



A-9-2



 


	
PASS-THROUGH RATE: VARIABLE IN ACCORDANCE WITH THE POOLING AND SERVICING AGREEMENT

DENOMINATION:  $[            ]

DATE OF POOLING AND SERVICING AGREEMENT:  AS OF FEBRUARY 1, 2020

CUT-OFF DATE:  AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT (AS DEFINED HEREIN)

CLOSING DATE: FEBRUARY 28, 2020

FIRST DISTRIBUTION DATE:
MARCH 17, 2020

APPROXIMATE AGGREGATE 
CERTIFICATE BALANCE
OF THE CLASS D CERTIFICATES
AS OF THE CLOSING DATE:  $15,200,000

	
 

	
MASTER SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

SPECIAL SERVICER:  MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

 

TRUSTEE:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

CERTIFICATE ADMINISTRATOR:  WELLS FARGO BANK, NATIONAL ASSOCIATION

 

aSSET REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

 

CUSIP NO.: 08162LAJ9

 

ISIN NO.: US08162LAJ98

 

COMMON CODE NO.: [__]

 

CERTIFICATE NO.:  D-[1]




 



A-9-3



 


CLASS
D CERTIFICATE

 

evidencing a beneficial ownership interest in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by

 

J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.

 

THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this Certificate in the Class D Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator and the Asset Representations Reviewer.  A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter.  To the extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.

 

This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class D Certificates.  The Certificates are designated as the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 and are issued in the classes as specifically set forth in the Pooling and Servicing Agreement.  The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust.

 

This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee and the Certificate Administrator.  This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound.  In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern.

 

This Certificate represents 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.  This Certificate also represents an undivided beneficial interest in a portion of a grantor trust that holds the Excess Interest and related amounts in the Excess Distribution Account. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.

 

Pursuant to the terms of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable, if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement.  Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.  All sums distributable on this Certificate are payable in the coin

 



A-9-4



 


or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

 

Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the Class D Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date.  Principal and interest allocated to this Certificate on any Distribution Date will be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement.

 

Certificate Realized Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders in the manner set forth in the Pooling and Servicing Agreement.  All Certificate Realized Losses on the Mortgage Loans allocated to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, and Excess Interest actually collected on the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, the Collection Account and the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom.  Amounts on deposit in such accounts may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement.  Interest or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement.  As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.

 

All distributions under the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor.  The final distribution on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.

 

Any funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts of the appropriate non-tendering Holder or Holders.  If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto.  If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their Certificates as it shall deem appropriate.  The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out of such funds.  No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.

 



A-9-5



 


As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations will be issued to the designated transferee or transferees.

 

Subject to the terms of the Pooling and Servicing Agreement, the Class D Certificates will be issued in book-entry form through the facilities of DTC in minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class.

 

No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate (other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement.  In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer.  The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.

 

The Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent of any of them, shall be affected by any notice to the contrary.

 

The Pooling and Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders:

 

(i)     to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement;

 

(ii)    to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent with any other provisions therein or to correct any error;

 

(iii)   to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment;

 

(iv)    to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;

 



A-9-6



 


(v)       to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Disqualified Non-U.S. Tax Person;

 

(vi)      to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);

 

(vii)    to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such amendment or supplement, as evidenced by an Opinion of Counsel;

 

(viii)    to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee, determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement);

 

(ix)       to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;

 

(x)         to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended or repealed, to

 



A-9-7



 


the extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal, as evidenced by an Opinion of Counsel; or

 

(xi)      to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary 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).

 

Notwithstanding the foregoing, no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B) may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.

 

The Pooling and Servicing Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided, however, that no such amendment shall:

 

(i)        reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed to a Companion Holder without the consent of such Companion Holder; or

 

(ii)       reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all Certificates of such Class then outstanding or such Companion Holders, as applicable; or

 

(iii)      adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding; or

 

(iv)      change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or

 

(v)       amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.

 

Notwithstanding the foregoing, none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Asset Representations Reviewer or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code.  Furthermore, no amendment to the Pooling and Servicing Agreement may be made that changes any

 



A-9-8



 


provisions specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without the consent of the related Companion Holder(s).

 

The obligations created by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement.  In no event, however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James, living on the date hereof.

 

Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.  The Certificate Registrar has executed this Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.

 

THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

 



A-9-9



 


IN WITNESS WHEREOF, the Certificate Registrar has caused this Certificate to be duly executed under this official seal.

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Registrar under the Pooling and Servicing Agreement


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:
Title:




 

Dated:  February 28, 2020

 

CERTIFICATE OF AUTHENTICATION

 

THIS IS ONE OF THE CLASS D CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.

 

	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:
Title:




 



A-9-10



 


ABBREVIATIONS

 

The following abbreviations,
when used in the inscription on the face of this Certificate, shall be construed as though they were written out in full according
to applicable laws or regulations:

	
 

	
 

	
 

	
 


	
TEN COM   

	
-   

	
as tenant in common

	
UNIF GIFT MIN ACT __________ Custodian


	
TEN ENT

	
-

	
as tenants by the entireties

	
     (Cust)


	
JT TEN

	
-

	
as joint tenants with rights of

	
Under Uniform Gifts to Minors


	
 

	
 

	
survivorship and not as tenants in

	
 


	
 

	
 

	
Common

	
Act __________________________


	
 

	
 

	
 

	
(State)




 

Additional abbreviations may also be used though not in the above list.

 

FORM OF TRANSFER

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________

 

 

(Please insert Social Security or other identifying number of Assignee)

 

 

(Please print or typewrite name and address of assignee)

 

 

the within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register of the within-named Trust, with full power of substitution in the premises.

 

	
Dated:  _______________

	
NOTICE:  The signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular without alteration or enlargement or any change whatever.




 

	
 

	
 


	
SIGNATURE GUARANTEED

	
 




 

The signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another national securities exchange.  Notarized or witnessed signatures are not acceptable.

 



A-9-11



 


DISTRIBUTION INSTRUCTIONS

 

The assignee should include the following for purposes of distribution:

 

Distributions shall be made, by wire transfer or otherwise, in immediately available funds to _________________________________ for the account of __________________________________ account number _______________ or, if mailed by check, to _______________________________________.  Statements should be mailed to _______________________________________________________________.  This information is provided by assignee named above, or ______________________________, as its agent.

 



A-9-12



 


 


EXHIBIT
A-10


 


FORM OF CLASS R CERTIFICATE


 


CLASS R


 


BENCHMARK
2020-IG1 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-IG1, CLASS R


 


THIS CERTIFICATE HAS NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), ANY STATE SECURITIES LAWS OR THE LAWS OF
ANY OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR
NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT.


 


THE HOLDER OF THIS CERTIFICATE BY ITS
ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE
SECURITIES LAWS AND (A) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR
(B) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM
THE SELLER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A IN A TRANSACTION MEETING
THE REQUIREMENTS OF RULE 144A.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED
OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES
LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 






    A-10-1


     


    

 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE.


 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2)
AND 860D OF THE CODE. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER,
AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE
TRANSFEROR, THE CERTIFICATE ADMINISTRATOR AND THE TRUSTEE TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED
ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN)
FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH
RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS
CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT
ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND
(F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED
TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS
SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS ONE OR MORE
“NON-ECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS
OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH
SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL
CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY
REGULATIONS.


 




    A-10-2


     


    
 



	
        PERCENTAGE INTEREST EVIDENCED BY THIS CERTIFICATE: 100%

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2020

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY
        28, 2020

         

        FIRST DISTRIBUTION DATE: MARCH
        17, 2020

         

        CLASS R PERCENTAGE INTEREST: 100%

         
	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        aSSET
        REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

         

        [CUSIP NO.: 08162LAK6

         

        ISIN NO.: US08162LAK61]1

        

           

        [CUSIP NO.: U0741LAA2

         

        ISIN NO.: USU0741LAA27]2

        

           

        [CUSIP NO.: 08162LAL4

         

        ISIN NO.: US08162LAL45]3

         

        CERTIFICATE NO.:
R-[1]



 





 



 


1
For Certificate sold in reliance on Rule 144A only.


 


2
For Regulation S Global Certificate only.


 


3
For IAI Definitive Certificate only.



 


    A-10-3


     


    

 


CLASS
R CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT JPMorgan Chase Bank,
National Association is the registered owner of the interest evidenced by this Certificate in the Class R Certificates issued by
the Trust created pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp. (hereinafter called the “Depositor”,
which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Asset Representations Reviewer. A summary of certain of the pertinent provisions
of the Pooling and Servicing Agreement is set forth hereafter. To the extent not defined herein, the capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the Benchmark 2020-IG1
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 and are issued in the classes as specifically set
forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Class R Certificate
represents a “residual interest” in two “real estate mortgage investment conduits”, as those terms are
defined, respectively, in Sections 860G(a)(1) and 860D of the Code. Each Holder of this Certificate, by acceptance hereof, agrees
to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for
purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.
The Certificate Administrator will be designated as the “partnership representative” of each Trust REMIC (within the
meaning of Section 6223 of the Internal Revenue Code).


 


Pursuant to the terms
of the Pooling and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the Distribution Date to
the Person in whose name this Certificate is registered as of the related Record Date. All sums distributable on this Certificate
are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of
public and private debts.


 






    A-10-4


     


    

 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon surrender of this Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other
written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s
attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized Denominations
will be issued to the designated transferee or transferees.


 


Each Person who has or
acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest
in a Class R Certificate to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership
Interest in a Class R Certificate are expressly subject to the following provisions: (A) no Person holding or acquiring any Ownership
Interest in a Class R Certificate shall be a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any agent of either
(including a broker, nominee or other middleman) (an “Agent”), or a Plan or a Person acting on behalf of or
using the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) and shall promptly notify the
Certificate


 






    A-10-5


     


    

 


Registrar
of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest
in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall
be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing
Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory
to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization,
a Disqualified Non-U.S. Tax Person or any Agent of either, or an ERISA Prohibited Holder and that it agrees to be bound by and
to abide by the provisions of Section 5.03(o) of the Pooling and Servicing Agreement; (C) notwithstanding the delivery of a Transferee
Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge or reason to believe
that the proposed Transferee is a Disqualified Organization, a Disqualified Non-U.S. Tax Person or any Agent of either, or an
ERISA Prohibited Holder, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected;
and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) not to transfer its Ownership
Interest in such Class R Certificate to any Person that does not provide a Transferee Affidavit and (2) not to transfer its Ownership
Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached
to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other
things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit
are false.


 


The Class R Certificates
will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess
thereof.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 






    A-10-6


     


    

 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an
Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)     
to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the
Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each
Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the
applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(ix)        
to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such


 






    A-10-7


     


    

 


Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website pursuant to Section 3.13(c) of the Pooling and Servicing
Agreement and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule 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, as evidenced by an Opinion of Counsel; or


 


(xi)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of
such Class then outstanding; or


 


(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 






    A-10-8


     


    

 


Notwithstanding the foregoing,
none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor
the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received
an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the
Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the
Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement may be
made that changes any provisions specifically required to be included in the Pooling and Servicing Agreement by any Designated
Intercreditor Agreement without the consent of the related Companion Holder(s).


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-10-9


     


    


 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,     not in its individual capacity but solely as Certificate Registrar under
    the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated:
February 28, 2020


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS R CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:

Title:


 




    A-10-10


     


    


 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants	 
	 	 	in common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 




    A-10-11


     


    


 


DISTRIBUTION INSTRUCTIONS


 



The assignee should
include the following for purposes of distribution: 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.

 




    A-10-12


     


    


 


EXHIBIT
A-11


 


FORM OF CLASS VRR CERTIFICATE


 


CLASS VRR


 


BENCHMARK
2020-IG1 MORTGAGE TRUST


 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES


 


SERIES
2020-IG1, VRR INTEREST


 


[THIS CERTIFICATE IS INTENDED TO CONSTITUTE
PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING, TRANSFER AND FINANCING SET FORTH
IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THE INITIAL INVESTOR IN THIS
CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED
TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT].  


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES, THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY
ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A
“QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS A NON-“U.S. PERSON”
IN AN “OFFSHORE TRANSACTION” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) 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 (“REGULATION D”) OR ANY ENTITY IN
WHICH ALL OF THE EQUITY OWNERS ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF
REGULATION D, 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


 






    A-11-1


     


    

 


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 (INCLUDING AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS WITHIN THE MEANING
OF DEPARTMENT OF LABOR REGULATION § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) TO ACQUIRE THIS CERTIFICATE, UNLESS
(A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO
SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO
THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION
BY SUCH PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS (I) A BENEFICIAL
INTEREST IN MULTIPLE “REGULAR INTERESTS” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND (II) A BENEFICIAL
INTEREST IN THE EXCESS INTEREST AND PROCEEDS THEREOF IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 


THE PORTION OF THE CERTIFICATE BALANCE
OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES
AND THE PORTION OF REALIZED LOSSES ALLOCABLE TO THIS CERTIFICATE AND WILL BE INCREASED BY RECOVERIES ON THE RELATED MORTGAGE LOANS
FOR NONRECOVERABLE ADVANCES (PLUS INTEREST THEREON) THAT WERE PREVIOUSLY REIMBURSED FROM PRINCIPAL COLLECTIONS ON THE MORTGAGE
LOANS THAT RESULTED IN A REDUCTION OF THE PRINCIPAL DISTRIBUTION AMOUNT. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE
MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY
OF THE CERTIFICATE ADMINISTRATOR. 


 




    A-11-2


     


    
 


	
        PASS-THROUGH RATE: N/A

         

        DENOMINATION: $[            ]

         

        DATE OF POOLING AND SERVICING AGREEMENT: AS OF FEBRUARY 1, 2020

         

        CUT-OFF DATE: AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT
        (AS DEFINED HEREIN)

         

        CLOSING DATE: FEBRUARY
        28, 2020

         

        FIRST DISTRIBUTION DATE: MARCH
        17, 2020

         

        APPROXIMATE AGGREGATE CERTIFICATE BALANCE OF THE CLASS VRR
        INTEREST CERTIFICATES AS OF THE CLOSING DATE: $33,000,000

         
	
        MASTER SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        SPECIAL SERVICER: MIDLAND
        LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION

         

        TRUSTEE: WELLS FARGO BANK,
        NATIONAL ASSOCIATION

         

        CERTIFICATE ADMINISTRATOR:
        WELLS FARGO BANK, NATIONAL ASSOCIATION

         

        aSSET
        REPRESENTATIONS REVIEWER:  PARK BRIDGE LENDER SERVICES LLC

         

        [CUSIP NO.: 08162LAM2

         

        ISIN NO.: US08162LAM28]1


        

          

        [CUSIP NO.: U0741LAB0

         

        ISIN NO.: USU0741LAB00]2


        

          

        [CUSIP NO.: 08162LAN0

         

        ISIN NO.: US08162LAN01]3

         

        CERTIFICATE NO.:
VRR-[1]



 





 



 


1
For Certificate sold in reliance on Rule 144A only.


 


2
For Regulation S Global Certificate only.


 


3
For IAI Definitive Certificate only.



 


    A-11-3


     


    

 

CLASS
VRR INTEREST CERTIFICATE


 


evidencing a beneficial ownership interest
in a Trust Fund, consisting primarily of a pool of commercial mortgage loans (the “Mortgage Loans”), all payments
on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and revenues received in respect
thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other collateral
as security for the Mortgage Loans and such amounts as shall from time to time be held in the Collection Account, the Distribution
Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the Excess Interest Distribution Account and the REO
Accounts, formed and sold by


 


J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP.


 


THIS CERTIFIES THAT [DEUTSCHE BANK AG,
NEW YORK BRANCH][JPMORGAN CHASE BANK, NATIONAL ASSOCIATION][CITI REAL ESTATE FUNDING INC.] is the registered owner of the interest
evidenced by this Certificate in the VRR Interest issued by the Trust created pursuant to the Pooling and Servicing Agreement,
dated as of February 1, 2020 (the “Pooling and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage
Securities Corp. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling
and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator and the Asset Representations
Reviewer. A summary of certain of the pertinent provisions of the Pooling and Servicing Agreement is set forth hereafter. To the
extent not defined herein, the capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing
Agreement.


 


This Certificate is one
of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called
the “Certificates”) and representing an interest in the Class of Certificates specified on the face hereof equal
to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof,
by the aggregate initial Certificate Balance of the Class VRR Interest Certificates. The Certificates are designated as the Benchmark
2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 and are issued in the classes as specifically
set forth in the Pooling and Servicing Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership
of the Trust.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect
to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions
of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Certificateholder
by virtue of the acceptance hereof assents and by which the Certificateholder is bound. In the case of any conflict between terms
specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing
Agreement shall govern.


 


This Certificate represents
(i) a beneficial interest in multiple “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; and (ii) a beneficial interest in the Excess
Interest and proceeds thereof in the Excess Interest Distribution Account. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator shall distribute to the Person in whose name this Certificate
is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the Percentage
Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully
described in the Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield
Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable
in the coin


 






    A-11-4


     


    

 


or
currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.
Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and
Servicing Agreement.


 


Interest on this Certificate
will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period
relating to such Distribution Date as specified in the Pooling and Servicing Agreement on the Certificate Balance of this Certificate
immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will
be in an amount equal to this Certificate’s pro rata share of the Available Funds to be distributed on the Certificates
of this Class as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth
in the Pooling and Servicing Agreement.


 


Certificate Realized
Losses and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to Certificateholders
in the manner set forth in the Pooling and Servicing Agreement. All Certificate Realized Losses on the Mortgage Loans allocated
to any Class of Certificates will be allocated pro rata among the outstanding Certificates of such Class.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically
set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Collection Account and
the Distribution Accounts will be held on behalf of the Trustee for the benefit of the Holders of Certificates specified in the
Pooling and Servicing Agreement and the Master Servicer (with respect to the Collection Account) or the Certificate Administrator
(with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts
may be invested in Permitted Investments in accordance with Section 3.06 of the Pooling and Servicing Agreement. Interest
or other investment income earned on funds in the Collection Account will be paid to the Master Servicer as set forth in the Pooling
and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made
from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain
expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust.


 


All distributions under
the Pooling and Servicing Agreement to a Class of Certificates shall be made on each Distribution Date (other than the final distribution
on any Certificate) to Certificateholders of record on the related Record Date by check mailed to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder has provided the Certificate Administrator with wire
instructions at least five (5) Business Days prior to the related Record Date, by wire transfer of immediately available funds
to the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution
on this Certificate (determined without regard to any possible future reimbursement of Realized Losses previously allocated to
this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the
Certificate Registrar or such other location specified in the notice to Certificateholders of such final distribution.


 


Any funds not distributed
to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure of such Certificateholders
to tender their Certificates shall, on such date, be set aside and held uninvested in trust and credited to the account or accounts
of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to Section 4.01(h)
of the Pooling and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified
in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the
second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator, directly or
through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning the surrender of their
Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders
following the first anniversary of the delivery of such second notice to the non-tendering Certificateholders shall be paid out
of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust under the Pooling and
Servicing Agreement by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s)
for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement.


 






    A-11-5


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registerable
in the Certificate Register only upon receipt by the Certificate Administrator of (i) a certificate from the prospective Transferee
in the form set forth in the Pooling and Servicing Agreement, countersigned by the Retaining Sponsor and (ii) a certificate from
the prospective Transferor in the form set forth in the Pooling and Servicing Agreement.


 


Subject to the terms
of the Pooling and Servicing Agreement, the VRR Interest Certificates will be issued in fully registered, certificated form in
minimum denominations of $100,000, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing
an additional amount equal to the remainder of the initial Certificate Balance of such Class.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange of any Certificate
(other than Definitive Certificates) referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any
transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of
the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or
transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing Agreement) incurred by the Certificate
Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax, expense or other governmental charge payable in connection with any such transfer or exchange.


 


The Trustee, the Certificate
Administrator, the Master Servicer, the Special Servicer, the Depositor and the Certificate Registrar, and any agent of any of
them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and neither the Trustee,
the Certificate Administrator, the Master Servicer, the Special Servicer, the Depositor, the Certificate Registrar, nor any agent
of any of them, shall be affected by any notice to the contrary.


 


The Pooling and Servicing
Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the
Companion Holders:


 


(i)          
to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any
provision of the Pooling and Servicing Agreement;


 


(ii)         
to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the
statements made in the Prospectus (or in an offering document for any related non-offered certificates) with respect to the Certificates,
the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be defective or inconsistent
with any other provisions therein or to correct any error;


 


(iii)        
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account;
provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the
related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder,
as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each Rating Agency with respect to such amendment;


 


(iv)        
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as shall be necessary
to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions
of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the
Trust, any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received
an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such
action will not adversely affect in any material respect the interests of any Certificateholder or Companion Holder;


 






    A-11-6


     


    

 


(v)         
to modify, eliminate or add to the provisions of Section 5.03(o) of the Pooling and Servicing Agreement or any other provision
of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined
that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization
or a Disqualified Non-U.S. Tax Person;


 


(vi)        
to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Companion Loan not consenting to such revision or addition as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(vii)       
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder not consenting to such
amendment or supplement, as evidenced by an Opinion of Counsel;


 


(viii)       to modify the provisions of Sections 3.05 and 3.17 of the Pooling and Servicing Agreement (with respect to reimbursement
of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer and the Trustee,
determine that the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform
to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status
of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification
of its then current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.25 of the
Pooling and Servicing Agreement);


 


(ix)         to modify the procedures of the Pooling and Servicing Agreement relating to compliance with Rule 17g-5 of the Exchange
Act; provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
pursuant to Section 3.13(c) of the Pooling and Servicing Agreement and the Certificate Administrator shall post such notice to
the Certificate Administrator’s Website;


 


(x)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement (i) to such extent as would be necessary
to comply with the requirements of the Risk Retention Rule, as evidenced by an Opinion of Counsel or (ii) in the event the Risk
Retention Rule or any other regulations applicable to the risk retention requirements for this securitization transaction are amended
or repealed, to


 






    A-11-7


     


    

 


the
extent required to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such
repeal, as evidenced by an Opinion of Counsel; or


 


(xi)         
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
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).


 


Notwithstanding the foregoing,
no such amendment (A) may change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under any Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller
as a third party beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller or (B)
may materially and adversely affect the holders of a Companion Loan without such Companion Holder’s consent.


 


The Pooling and Servicing
Agreement may also be amended from time to time by the parties thereto with the consent of the Holders of Certificates of each
Class affected by such amendment evidencing, in each case, not less than a majority of the aggregate Percentage Interests constituting
the Class for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Pooling
and Servicing Agreement or of modifying in any manner the rights of the Holders of Certificates of such Class; provided,
however, that no such amendment shall:


 


(i)          
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans that are required to
be distributed on a Certificate of any Class without the consent of the Holder of the Certificate or which are required to be distributed
to a Companion Holder without the consent of such Companion Holder; or


 


(ii)         
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Holder, in any such case without the consent of the Holders of all
Certificates of such Class then outstanding or such Companion Holders, as applicable; or


 


(iii)        
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates
of such Class then outstanding; or


 


(iv)        
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan
Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
beneficiary under the Pooling and Servicing Agreement, without the consent of such Mortgage Loan Seller; or


 


(v)         
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation
from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates pursuant to Section 3.25 of the Pooling and Servicing Agreement) and, if required under the related
Intercreditor Agreement, the consent of the holder of any AB Subordinate Companion Loan for each Serviced AB Whole Loan.


 


Notwithstanding the foregoing,
none of the Asset Representations Reviewer, the Trustee, the Certificate Administrator, the Depositor, the Master Servicer nor
the Special Servicer will be required to consent to any amendment to the Pooling and Servicing Agreement without having first received
an Opinion of Counsel (at the Trust’s expense) to the effect that such amendment is permitted under the Pooling and Servicing
Agreement, that all conditions precedent have been satisfied and that such amendment or the exercise of any power granted to the
Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Asset Representations Reviewer
or any other specified person in accordance with such amendment will not result in the imposition of a tax on any portion of the
Trust Fund or any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under the relevant provisions of the Code. Furthermore, no amendment to the Pooling and Servicing Agreement
may be made that changes any


 






    A-11-8


     


    

 


provisions
specifically required to be included in the Pooling and Servicing Agreement by any Designated Intercreditor Agreement without
the consent of the related Companion Holder(s).


 


The obligations created
by the Pooling and Servicing Agreement and the Trust created thereby (other than the obligation of the Certificate Administrator
to make payments to Certificateholders as provided for in the Pooling and Servicing Agreement), shall terminate upon reduction
of the Certificate Balances of all the Certificates to zero (including, without limitation, any such final payment resulting from
a termination of the Trust due to a sale of its property) pursuant to the terms of the Pooling and Servicing Agreement. In no event,
however, will the Trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James,
living on the date hereof.


 


Unless the certificate
of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled
to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The Certificate Registrar has executed this
Certificate on behalf of the Trust as Certificate Registrar under the Pooling and Servicing Agreement and makes no representation
or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loans.


 


THIS CERTIFICATE AND
THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.


 




    A-11-9


     


    

 


IN WITNESS WHEREOF,
the Certificate Registrar has caused this Certificate to be duly executed under this official seal.


 





	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION,     not in its individual capacity but solely as Certificate Registrar under
    the Pooling and Servicing Agreement
	 	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated:
February 28, 2020


 


CERTIFICATE OF AUTHENTICATION


 


THIS IS ONE OF THE
CLASS VRR INTEREST CERTIFICATES REFERRED TO IN THE WITHIN-MENTIONED POOLING AND SERVICING AGREEMENT.


 





	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Name:

Title:


 




    A-11-10


     


    


 


ABBREVIATIONS


 


The
following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations:  


	 	 	 	 
	TEN COM   	-   	as tenant in common	UNIF
                                         GIFT MIN ACT __________ Custodian
	TEN
        ENT	-	as tenants by the entireties	     (Cust)
	JT TEN	-	as joint tenants with rights of 	Under
        Uniform Gifts to Minors
	 	 	survivorship and not as tenants	 
	 	 	in common	Act
        __________________________
	 	 		
(State)







 


Additional
abbreviations may also be used though not in the above list. 


 


FORM
OF TRANSFER


 


FOR
VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________________


 


 



(Please
insert Social Security or other identifying number of Assignee)


 


 



(Please
print or typewrite name and address of assignee)


 


 



 


the
within Certificate and does hereby or irrevocably constitute and appoint to transfer the said Certificate in the Certificate register
of the within-named Trust, with full power of substitution in the premises.


  


	Dated:  _______________	NOTICE:  The
    signature to this assignment must correspond with the name as written upon the face of this Certificate in every particular
    without alteration or enlargement or any change whatever.


 






	 	 
	SIGNATURE GUARANTEED	 





 


The
signature must be guaranteed by a commercial bank or trust company or by a member firm of the New York Stock Exchange or another
national securities exchange. Notarized or witnessed signatures are not acceptable.  



 




    A-11-11


     


    



 


DISTRIBUTION INSTRUCTIONS


 



The assignee should include
the following for purposes of distribution:


 


Distributions
shall be made, by wire transfer or otherwise, in immediately available funds to _______________________________ for the account
of __________________________ account number _______________ or, if mailed by check, to __________________________.
Statements should be mailed to _________________________. This information is provided by
assignee named above, or ______________________________, as its agent.

 




    A-11-12


     


    




 





EXHIBIT
B


 


MORTGAGE
LOAN SCHEDULE


 


 





 


 


BMARK 2020-IG1 - Mortgage
Loan Schedule


 


 


	 	 	Mortgage Loan	 	 	 	 	 	Mortgage	Original Principal
	ID	Loan Number	 Seller	Mortgage Loan Name	Street Address	City	State	Zip Code	Rate (%)	Balance ($)
	JPMCB/GACC1	1	JPMCB/GACC	1633 Broadway	1633 Broadway	New York	NY	10019	2.99000	           64,650,000
	GACC2	2	GACC	F5 Tower	801 5th Avenue	Seattle	WA	98104	3.69868	           55,500,000
	JPMCB/CREFI3	3	JPMCB/CREFI	Bellagio Hotel and Casino	3600 South Las Vegas Boulevard	Las Vegas	NV	89109	3.17015	           55,000,000
	JPMCB4	4	JPMCB	Kings Plaza	5100 Kings Plaza	Brooklyn	NY	11234	3.358800	           55,000,000
	JPMCB5	5	JPMCB	1501 Broadway	1501 Broadway	New York	NY	10036	3.03200	           55,000,000
	CREFI6	6	CREFI	805 Third Avenue	805 Third Avenue	New York	NY	10022	4.24000	           55,000,000
	GACC7	7	GACC	55 Hudson Yards	550 West 34th Street	New York	NY	10001	2.95000	           52,450,000
	GACC8	8	GACC	Southcenter Mall	2800 Southcenter Mall	Tukwila	WA	98188	2.88000	           50,000,000
	JPMCB9	9	JPMCB	181 West Madison 	181 West Madison Street	Chicago	IL	60602	3.90000	           50,000,000
	CREFI10	10	CREFI	Parkmerced	3711 19th Avenue	San Francisco	CA	94132	2.72457	           45,000,000
	GACC11	11	GACC	560 Mission Street	560 Mission Street	San Francisco	CA	94105	2.58900	           45,000,000
	GACC12	12	GACC	Starwood Industrial Portfolio	Various	Various	Various	Various	3.23100	           39,500,000
	GACC12.01	12.01	GACC	101 45th Street	101 45th Street	Munster	IN	46321	3.23100	              3,017,061
	GACC12.02	12.02	GACC	4820-4850 Indianapolis Road	4820-4850 Indianapolis Road	Whitestown	IN	46075	3.23100	              2,324,620
	GACC12.03	12.03	GACC	8401 Bearing Drive	8401 Bearing Drive	Indianapolis	IN	46268	3.23100	              2,262,795
	GACC12.04	12.04	GACC	5900 North Meadows Drive	5900 North Meadows Drive	Grove City 	OH	43123	3.23100	              2,003,130
	GACC12.05	12.05	GACC	5701 North Meadows Drive	5701 North Meadows Drive	Grove City 	OH	43123	3.23100	              1,842,385
	GACC12.06	12.06	GACC	8421 Bearing Drive	8421 Bearing Drive	Indianapolis	IN	46268	3.23100	              1,595,085
	GACC12.07	12.07	GACC	6451-6471 Northwind Parkway	6451-6471 Northwind Parkway	Hobart	IN	46342	3.23100	              1,545,625
	GACC12.08	12.08	GACC	4910-4938 Indianapolis Road	4910-4938 Indianapolis Road	Whitestown	IN	46075	3.23100	              1,508,530
	GACC12.09	12.09	GACC	6221-6241 Northwind Parkway	6221-6241 Northwind Parkway	Hobart	IN	46342	3.23100	              1,483,800
	GACC12.1	12.10	GACC	775 Commerce Parkway West Drive	775 Commerce Parkway West Drive	Greenwood	IN	46143	3.23100	              1,421,975
	GACC12.11	12.11	GACC	1901 Northwind Parkway	1901 Northwind Parkway	Hobart	IN	46342	3.23100	              1,372,515
	GACC12.12	12.12	GACC	333 45th Street	333 45th Street	Munster	IN	46321	3.23100	              1,310,690
	GACC12.13	12.13	GACC	221 South Swift Road	221 South Swift Road	Addison	IL	60101	3.23100	              1,261,230
	GACC12.14	12.14	GACC	W234N2091 Ridgeview Parkway Court	W234N2091 Ridgeview Parkway Court	Pewaukee 	WI	53188	3.23100	              1,187,040
	GACC12.15	12.15	GACC	2240 Creekside Parkway	2240 Creekside Parkway	Lockbourne	OH	43137	3.23100	              1,137,580
	GACC12.16	12.16	GACC	201 South Swift Road	201 South Swift Road	Addison 	IL	60101	3.23100	              1,125,215
	GACC12.17	12.17	GACC	8441 Bearing Drive	8441 Bearing Drive	Indianapolis	IN	46268	3.23100	              1,112,850
	GACC12.18	12.18	GACC	4700 Ironwood Drive	4700 Ironwood Drive	Franklin	WI	53132	3.23100	              1,088,120
	GACC12.19	12.19	GACC	4410 North 132nd Street	4410 North 132nd Street	Butler	WI	53007	3.23100	              1,051,025
	GACC12.2	12.20	GACC	999 Gerdt Court	999 Gerdt Court	Greenwood	IN	46143	3.23100	              1,026,295
	GACC12.21	12.21	GACC	480 45th Street	480 45th Street	Munster	IN	46321	3.23100	              1,013,930
	GACC12.22	12.22	GACC	12857 South Hamlin Court	12857 South Hamlin Court	Alsip	IL	60803	3.23100	                 964,470
	GACC12.23	12.23	GACC	1695 Glen Ellyn Road	1695 Glen Ellyn Road	Glendale Heights 	IL	60139	3.23100	                 902,645
	GACC12.24	12.24	GACC	1701-1721 Northwind Parkway	1701-1721 Northwind Parkway	Hobart	IN	46342	3.23100	                 890,280
	GACC12.25	12.25	GACC	1245 Lakeside Drive	1245 Lakeside Drive	Romeoville	IL	60446	3.23100	                 778,995
	GACC12.26	12.26	GACC	3890 Perry Boulevard	3890 Perry Boulevard	Whitestown	IN	46075	3.23100	                 766,630
	GACC12.27	12.27	GACC	215 45th Street	215 45th Street	Munster	IN	46321	3.23100	                 562,608
	GACC12.28	12.28	GACC	845 Telser Road	845 Telser Road	Lake Zurich 	IL	60047	3.23100	                 556,425
	GACC12.29	12.29	GACC	1851 Northwind Parkway	1851 Northwind Parkway	Hobart	IN	46342	3.23100	                 556,425
	GACC12.3	12.30	GACC	1650 Northwind Parkway	1650 Northwind Parkway	Hobart	IN	46342	3.23100	                 494,600
	GACC12.31	12.31	GACC	225 45th Street	225 45th Street	Munster	IN	46321	3.23100	                 494,600
	GACC12.32	12.32	GACC	1600-1640 Northwind Parkway	1600-1640 Northwind Parkway	Hobart	IN	46342	3.23100	                 482,235
	GACC12.33	12.33	GACC	235 45th Street	235 45th Street	Munster	IN	46321	3.23100	                 358,585
	CREFI13	13	CREFI	650 Madison Avenue	650 Madison Avenue	New York	NY	10022	3.48600	           37,900,000


 


 


 


 


 


 



    	 	Exhibit B-1 	



     

     


 


BMARK 2020-IG1 - Mortgage
Loan Schedule


 


	 	 	 	 	 	 	Interest	 
	 	Cut-off Date 	Maturity Date	Due	Current Monthly	Servicing	Accrual 	 Letter of  
	ID	Stated Principal Balance ($)	or ARD	Date 	Debt Service ($)	Fee Rate (%)	Method	 Credit 
	JPMCB/GACC1	64,650,000	12/06/29	6	163,323.56	0.00250	Actual/360	No
	GACC2	55,500,000	1/6/2030	6	173,439.84	0.00250	Actual/360	No
	JPMCB/CREFI3	55,000,000	12/05/29	5	147,316.72	0.00250	Actual/360	No
	JPMCB4	55,000,000	1/1/2030	1	156,083.13	0.00250	Actual/360	No
	JPMCB5	55,000,000	1/6/2030	6	140,896.76	0.00250	Actual/360	No
	CREFI6	55,000,000	12/06/29	6	197,032.41	0.00250	Actual/360	No
	GACC7	52,450,000	12/06/29	6	130,730.41	0.00250	Actual/360	No
	GACC8	50,000,000	1/1/2030	1	121,666.67	0.00375	Actual/360	No
	JPMCB9	50,000,000	12/01/26	1	164,756.94	0.00250	Actual/360	No
	CREFI10	45,000,000	12/09/24	9	102,171.38	0.00250	30/360	No
	GACC11	45,000,000	12/06/29	6	98,435.94	0.00250	Actual/360	No
	GACC12	39,500,000	12/06/29	6	107,830.89	0.00375	Actual/360	No
	GACC12.01	3,017,061	 	 	 	 	 	 
	GACC12.02	2,324,620	 	 	 	 	 	 
	GACC12.03	2,262,795	 	 	 	 	 	 
	GACC12.04	2,003,130	 	 	 	 	 	 
	GACC12.05	1,842,385	 	 	 	 	 	 
	GACC12.06	1,595,085	 	 	 	 	 	 
	GACC12.07	1,545,625	 	 	 	 	 	 
	GACC12.08	1,508,530	 	 	 	 	 	 
	GACC12.09	1,483,800	 	 	 	 	 	 
	GACC12.1	1,421,975	 	 	 	 	 	 
	GACC12.11	1,372,515	 	 	 	 	 	 
	GACC12.12	1,310,690	 	 	 	 	 	 
	GACC12.13	1,261,230	 	 	 	 	 	 
	GACC12.14	1,187,040	 	 	 	 	 	 
	GACC12.15	1,137,580	 	 	 	 	 	 
	GACC12.16	1,125,215	 	 	 	 	 	 
	GACC12.17	1,112,850	 	 	 	 	 	 
	GACC12.18	1,088,120	 	 	 	 	 	 
	GACC12.19	1,051,025	 	 	 	 	 	 
	GACC12.2	1,026,295	 	 	 	 	 	 
	GACC12.21	1,013,930	 	 	 	 	 	 
	GACC12.22	964,470	 	 	 	 	 	 
	GACC12.23	902,645	 	 	 	 	 	 
	GACC12.24	890,280	 	 	 	 	 	 
	GACC12.25	778,995	 	 	 	 	 	 
	GACC12.26	766,630	 	 	 	 	 	 
	GACC12.27	562,608	 	 	 	 	 	 
	GACC12.28	556,425	 	 	 	 	 	 
	GACC12.29	556,425	 	 	 	 	 	 
	GACC12.3	494,600	 	 	 	 	 	 
	GACC12.31	494,600	 	 	 	 	 	 
	GACC12.32	482,235	 	 	 	 	 	 
	GACC12.33	358,585	 	 	 	 	 	 
	CREFI13	37,900,000	12/08/29	8	111,628.66	0.00250	Actual/360	No


 


 


 


 



    	 	Exhibit B-2 	



     

     


 


 


BMARK 2020-IG1 - Mortgage
Loan Schedule


 


	 	Post-ARD 	Part of	Leasehold	Current Mezzanine
	ID	Revised Rate	Whole Loan	Interest	or Subordinate Debt
	JPMCB/GACC1	 	Yes	Fee	Yes
	GACC2	With respect to Note A, The Initial Note A Interest Rate plus the positive difference between the 

Adjusted Blended Interest Rate and the Initial Blended Interest Rate; with respect to Note B, The 

Initial Note B Interest Rate plus the positive difference between the Adjusted Blended Interest 

Rate and the Initial Blended Interest Rate	Yes	Fee	Yes
	JPMCB/CREFI3	 	Yes	Fee/Leasehold	Yes
	JPMCB4	 	Yes	Fee/Leasehold	Yes
	JPMCB5	 	Yes	Fee	No
	CREFI6	 	Yes	Fee	Yes
	GACC7	 	Yes	Fee	Yes
	GACC8	 	Yes	Fee/Leasehold	No
	JPMCB9	 	Yes	Fee	Yes
	CREFI10	 	Yes	Fee	Yes
	GACC11	 	Yes	Fee	No
	GACC12	 	Yes	Fee	Yes
	GACC12.01	 	 	Fee	 
	GACC12.02	 	 	Fee	 
	GACC12.03	 	 	Fee	 
	GACC12.04	 	 	Fee	 
	GACC12.05	 	 	Fee	 
	GACC12.06	 	 	Fee	 
	GACC12.07	 	 	Fee	 
	GACC12.08	 	 	Fee	 
	GACC12.09	 	 	Fee	 
	GACC12.1	 	 	Fee	 
	GACC12.11	 	 	Fee	 
	GACC12.12	 	 	Fee	 
	GACC12.13	 	 	Fee	 
	GACC12.14	 	 	Fee	 
	GACC12.15	 	 	Fee	 
	GACC12.16	 	 	Fee	 
	GACC12.17	 	 	Fee	 
	GACC12.18	 	 	Fee	 
	GACC12.19	 	 	Fee	 
	GACC12.2	 	 	Fee	 
	GACC12.21	 	 	Fee	 
	GACC12.22	 	 	Fee	 
	GACC12.23	 	 	Fee	 
	GACC12.24	 	 	Fee	 
	GACC12.25	 	 	Fee	 
	GACC12.26	 	 	Fee	 
	GACC12.27	 	 	Fee	 
	GACC12.28	 	 	Fee	 
	GACC12.29	 	 	Fee	 
	GACC12.3	 	 	Fee	 
	GACC12.31	 	 	Fee	 
	GACC12.32	 	 	Fee	 
	GACC12.33	 	 	Fee	 
	CREFI13	 	Yes	Fee	Yes


 


 


 



    	 	Exhibit B-3 	



     

     










 


EXHIBIT
C


 


[RESERVED]


 






     Exhibit C-1-1


     


    

 


EXHIBIT
D-1


 


Form of Transferee Affidavit


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2020-IG1 Mortgage Trust


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2020-IG1
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of February
                                         1, 2020, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
                                         and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
                                         and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer. 



 





	STATE OF	)
	 	)          ss.:
	COUNTY OF	)





 


I,
[______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.       I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.       The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC”, respectively, relating to the Certificates for which an election is to be made under Section 860D of the Internal
Revenue Code of 1986 (the “Code”).


 


3.       The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, any State or political subdivision thereof, any possession of the United States or any agency
or instrumentality of any of the foregoing (other


 






     Exhibit D-1-1


     


    

 


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


 


4.       The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


5.       The
Purchaser is a Permitted Transferee and, to the extent applicable, the Purchaser’s U.S. taxpayer identification number is
[__________].


 


6.       No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.       The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.       Check
the applicable paragraph:


 


☐       The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)       the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)     the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)    the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 






     Exhibit D-1-2


     


    

 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the corporate income tax rate (but the tax rate in Section
55(b)(1)(B) of the Code may be used instead if the Purchaser has been subject to the alternative minimum tax under Section 55
of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum
tax rate) and (ii) present values are computed using a discount rate equal to the short-term Federal rate prescribed by Section
1274(d) of the Code for the month of the transfer and the compounding period used by the Purchaser.


 


☐      The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)      the
Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)     at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)    the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and
Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)    the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐      None
of the above.


 


9.      The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.    The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.    The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






     Exhibit D-1-3


     


    

 


12.     The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.     The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.     The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.     The
Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” of each
Trust REMIC pursuant to Section 10.01 of the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit D-1-4


     


    

 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 





	 	 	 
	 	 	NOTARY PUBLIC in and for the

                                   State
of _______________

	 	 	 
	[SEAL]	 	 
	 	 	 
	My Commission expires:	 	 
	 	 	 


 






     Exhibit D-1-5


     


    

 


EXHIBIT
D-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 


Wells
Fargo Bank, National Association

as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2020-IG1 Mortgage Trust


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1
                                         (the “Certificates”) 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park
Bridge Lender Services LLC, as Asset Representations Reviewer. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and
warrants to you, as Certificate Registrar, that:


 


(1)     No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)     The
Transferor understands that the Transferee has delivered to you a Transferee Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit D-1. The Transferor does not know or believe that any representation contained
therein is false.


 


(3)     The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that
the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer
of the Residual Certificates may not be


 






     Exhibit D-2-1


     


    

 


respected for United States income tax purposes (and the Transferor may continue to be
liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.


 





	 	Very truly
    yours,
	 	 	 
	 	 	(Transferor)
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:	 


 






     Exhibit D-2-2


     


    

 


EXHIBIT
D-3


 


Form of Transferee CERTIFICATE FOR TRANSFERS 

OF THE VRR INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association

   as Certificate Administrator

9062 Old Annapolis Road 


Columbia,
Maryland 21045

Attention: Risk Retention Custody (CMBS)

Benchmark 2020-IG1 Mortgage Trust


 


JPMorgan
Chase Bank, National Association 


383
Madison Avenue, 8th Floor 


New
York, New York 10005 


Attention:
Kunal K. Singh 


E-mail:
US_CMBS_Notice@jpmorgan.com 


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp. 


383
Madison Avenue, 8th Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement (the “Pooling and Servicing Agreement”), dated as of February
                                         1, 2020, between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
                                         and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
                                         and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer



 


[_____]
(the “Purchaser”) hereby certifies, represents and warrants to you, as Certificate Registrar, as “retaining
sponsor” as such term is defined in the Risk Retention Rule or as Depositor that:


 


		1.	The
                                         Purchaser is acquiring $[_____] Certificate Balance of the VRR Interest (the “Retained
                                         Certificates”), from [_____] (the “Transferor”).



 


		2.	The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Retained 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



 






     Exhibit D-3-1


     


    

 


	 	 	consummate
                              any such transfer if it knows or believes that any representation contained in such certificate
                              is false.
	 	 	 
		3.	Any
                                         transfer of a Retained Certificate to an insurance company general account relying on
                                         Sections I and III of PTCE 95-60 will be effected through J.P. Morgan Securities LLC,
                                         Deutsche Bank Securities, Inc., Citigroup Global Markets Inc., Drexel Hamilton, LLC or
                                         Academy Securities, Inc.



 


		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 Risk Retention Rule or the Depositor that the transfer will occur during the Transfer Restriction Period and that
the transfer will comply with all applicable requirements of the Risk Retention Rule.


 


☐            The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term
is defined in the Risk Retention Rule or as Depositor, that the transfer will occur after the termination of the Transfer Restriction
Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION


 





	By:		 
	 	Name:	
	 	Title:	 





 






     Exhibit D-3-2


     


    

 


EXHIBIT
D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS 

OF THE VRR INTEREST


 


[Date]


 


Wells
Fargo Bank, National Association

   as Certificate Administrator

9062 Old Annapolis Road 


Columbia,
Maryland 21045

Attention: Risk Retention Custody (CMBS)

Benchmark 2020-IG1 Mortgage Trust


 


JPMorgan
Chase Bank, National Association 


383
Madison Avenue, 8th Floor 


New
York, New York 10005 


Attention:
Kunal K. Singh 


E-mail:
US_CMBS_Notice@jpmorgan.com


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp. 


383
Madison Avenue, 8th Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1
                                         (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 VRR Interest (the “Retained Certificates”). The Certificates were issued
pursuant to the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you that:


 


		1.	The
                                         transfer is in compliance with Sections 5.01, 5.02 and 5.03 of the Pooling and Servicing
                                         Agreement.



 


		2.	2. Any
transfer of a Certificate evidencing a Retained Certificate to an insurance company general account relying on Sections I and
III of PTCE 95-60 will be effected



 






     Exhibit D-4-1


     


    

 


through
J.P. Morgan Securities LLC, Deutsche Bank Securities, Inc., Citigroup Global Markets Inc., Drexel Hamilton, LLC or Academy Securities,
Inc.


 


		3.	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 Risk Retention Rule or the Depositor that
                                         the transfer will occur during the Transfer Restriction Period and that the transfer
                                         will comply with all applicable requirements of the Risk Retention Rule.



 


		☐	The
                                         Transferor certifies, represents and warrants to the Certificate Registrar or the Depositor
                                         that the transfer will occur after the termination of the Transfer Restriction Period.



 


		4.	The
                                         Transferor understands that the Transferee has delivered to you a Transferee Certificate
                                         in the form attached to the Pooling and Servicing Agreement as Exhibit D-3. The
                                         Transferor does not know or believe that any representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


 





	 	[TRANSFEROR]
	 	 	
	 	By:	 	 
	 	 	Name:
	 	 	Title:
	 


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


JPMORGAN
CHASE BANK, NATIONAL ASSOCIATION


 





	By:		 
	 	Name:	
	 	Title:	 


 






     Exhibit D-4-2


     


    




 


EXHIBIT
E


 


FORM
OF REQUEST FOR RELEASE

(for Custodian)


 





	Loan Information
	 
	 	Name of Mortgagor:	
	 	 	 
	 	[Master Servicer]	 
	 	[Special Servicer]

    Loan No.:	
	 	 	 
	Custodian
	 	Name:	Wells
    Fargo Bank, National Association
	 	 	 
	 	Address:	1055
10th Avenue SE

Minneapolis, MN 55414

Attention: Document Custody Group (CMBS)

Benchmark 2020-IG1 Mortgage Trust

	 	 	 
	 	Custodian/Trustee

    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:	Benchmark
2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1



 


The
undersigned [Master Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as custodian
(the “Custodian”) on behalf of Wells Fargo Bank, National Association, as trustee (the “Trustee”),
for the Holders of Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1, the documents
referred to below (the “Documents”). All capitalized terms not otherwise defined in this Request for Release
shall have the meanings given them in the Pooling and Servicing Agreement dated as of February 1, 2020, between J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer and as Special Servicer, Wells Fargo Bank, National


 






     Exhibit E-1


     


    

 


Association, as Certificate Administrator and as Trustee, and Park
Bridge Lender Services LLC, as Asset Representations Reviewer (the “Pooling and Servicing Agreement”).


 





	( )	 
	 	 
	( )	 
	 	 
	( )	 
	 	 
	( )	 





 


The
undersigned [Master Servicer] [Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Master Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee,
solely for the purposes provided in the Pooling and Servicing Agreement.


 


(2)       The
[Master Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims,
liens, security interests, charges, writs of attachment or other impositions nor shall the [Master Servicer] [Special Servicer]
assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise
provided in the Pooling and Servicing Agreement.


 


(3)       The
[Master Servicer] [Special Servicer] shall return the Documents to the Custodian when the need therefor no longer exists, unless
the Mortgage Loans have been liquidated or the Mortgage Loans have been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Pooling and Servicing Agreement.


 


(4)       The
Documents and any proceeds thereof, including proceeds of proceeds, coming into the possession or control of the [Master Servicer]
[Special Servicer] shall at all times be earmarked for the account of the Trustee, and the [Master Servicer] [Special Servicer]
shall keep the Documents separate and distinct from all other property in the [Master Servicer’s] [Special Servicer’s]
possession, custody or control.


 





	 	[____________]
	 	 	
	 	By:	 	 
	 	 	Name:
	 	 	Title:
	 


 


Date:
_________


 






     Exhibit E-2


     


    

 


EXHIBIT
F-1


 


FORM
OF ERISA REPRESENTATION

LETTER REGARDING ERISA RESTRICTED CERTIFICATES (OTHER
THAN 

CLASS R CERTIFICATES) 


 


Wells
Fargo Bank, National Association 


as
Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2020-IG1 Mortgage Trust


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Real Estate Structured Finance – Securitization Group


 


		Re:	Transfer
                                         of Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
                                         Series 2020-IG1 



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase US$[___] initial [aggregate] Certificate Balance in the
Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1, Class [__] Certificates issued
pursuant to that certain Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer. Capitalized terms used and not otherwise
defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.       The
Purchaser is not and will not become (a) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or to Section 4975 of the Internal
Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA)
or other plan subject to any federal, state or local law (“Similar Law”) which is, to a material extent, similar
to the foregoing provisions of ERISA or the Code (each a “Plan”) or (b) a person acting on behalf of or using
the assets of any such Plan (including an entity whose underlying assets include Plan assets by reason of investment in the entity
by such a Plan or Plans and the


 






     Exhibit F-1-1


     


    

 


application of Department of Labor Regulation § 2510.3 101, as modified by Section 3(42)
of ERISA), other than an insurance company using the assets of its “insurance company general account” (as such term
is defined in Section V(e) of Prohibited Transaction Class Exemption (“PTCE”) 95-60) under circumstances whereby the
purchase and holding of Certificates by such insurance company will be exempt from the prohibited transaction provisions of ERISA
and the Code under Sections I and III of PTCE 95-60 (or, with respect to a Plan subject to Similar Law, where the purchase, holding
and disposition of Certificates by such Plan will not constitute or result in a non-exempt violation of applicable Similar Law).


 


2.       The
Purchaser understands that if the Purchaser is a Person referred to in 1(a) or (b) above, such Purchaser is required to provide
to the Trustee and Certificate Administrator an Opinion of Counsel in form and substance satisfactory to the Trustee and Certificate
Administrator and the Depositor to the effect that the acquisition and holding of such Certificate by such purchaser or transferee
will not constitute or result in a non-exempt “prohibited transaction” within the meaning of ERISA or Section 4975
of the Code or a non-exempt violation of any Similar Law, and will not subject the Trustee, the Certificate Administrator, the
Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer,
the Underwriters, the Asset Representations Reviewer or the Depositor to any obligation or liability (including obligations or
liabilities under ERISA, Section 4975 of the Code or any such Similar Law) in addition to those set forth in the Pooling and Servicing
Agreement, which Opinion of Counsel shall not be at the expense of the Depositor, the Master Servicer, the Special Servicer (including,
for the avoidance of doubt, any Excluded Special Servicer), any sub-servicer, the Trustee, the Certificate Administrator, the
Asset Representations Reviewer, the Underwriters or the Trust Fund.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____________, 20__.


 





	 	Very truly yours,
	 	 	 
	 	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Date:
_________


 






     Exhibit F-1-2


     


    

 


EXHIBIT
F-2


 


Form of ERISA Representation Letter

regarding Class R Certificates


 


[Date]


 


Wells
Fargo Bank, National Association,


as Certificate Registrar 


600
South 4th Street, 7th Floor 


MAC
N9300-070 


Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2020-IG1 Mortgage Trust 


 


[Transferor] 


[______] 


[______] 


Attention:
[______]


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [__]% Percentage Interest in the Benchmark 2020-IG1 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1, Class R Certificates (the “Class R Certificate”)
issued pursuant to that certain Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer. Capitalized
terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Class R 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)
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 any person acting on behalf of
any such Plan or using the assets of a Plan (including an entity whose underlying assets include Plan assets by reason of investment
in the entity by such Plan and the application of Department of Labor Regulation § 2510.3-101, as modified by Section 3(42)
of ERISA) to purchase such Class R Certificate.


 






     Exhibit F-2-1


     


    

 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, 20__.


 





	 	Very truly yours,
	 	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit F-2-2


     


    

 


EXHIBIT
G


 


FORM
OF DISTRIBUTION DATE STATEMENT


 






    Exhibit G-1 


     


    

 


 









	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20




	 	 	 	 	 	 	 	 	 
	 	 	 	 	DISTRIBUTION
    DATE STATEMENT	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Table
    of Contents	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	STATEMENT
    SECTIONS	PAGE(s)	 	 	 
	 	 	 	 	Certificate Distribution Detail	2	 	 	 
	 	 	 	 	Certificate Factor Detail	3	 	 	 
	 	 	 	 	Reconciliation Detail	4	 	 	 
	 	 	 	 	Other Required Information	5	 	 	 
	 	 	 	 	Cash Reconciliation Detail	6	 	 	 
	 	 	 	 	Current Mortgage Loan and Property Stratification
    Tables	7 - 9	 	 	 
	 	 	 	 	Mortgage Loan Detail	10	 	 	 
	 	 	 	 	NOI Detail	11	 	 	 
	 	 	 	 	Principal Prepayment Detail	12	 	 	 
	 	 	 	 	Historical Detail	13	 	 	 
	 	 	 	 	Delinquency Loan Detail	14	 	 	 
	 	 	 	 	Specially Serviced Loan Detail	15 - 16	 	 	 
	 	 	 	 	Advance Summary	17	 	 	 
	 	 	 	 	Modified Loan Detail	18	 	 	 
	 	 	 	 	Historical Liquidated Loan Detail	19	 	 	 
	 	 	 	 	Historical Bond / Collateral Realized Loss Reconciliation	20	 	 	 
	 	 	 	 	Interest Shortfall Reconciliation Detail	21 - 22	 	 	 
	 	 	 	 	Supplemental Reporting	23	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Depositor	 	 	 	Master Servicer	 	 	 	Special Servicer	 	 	 	Asset
    Representations Reviewer	 	 
	 	 	


J.P.
Morgan Chase Commercial 

Mortgage Securities Corp.
383 Madison Avenue
8th Floor

New York, NY 10179


 

Contact:  General Information Number

Phone Number:      (212) 834-3813
	 	 	 	Midland
Loan Services, a Division of 

PNC Bank, National Association
10851
Mastin Street
Building 82, Suite 300
Overland
Park, KS 66210

      

                                                                                                                                       Contact:    askmidlandls.com
Phone Number:    (913) 253-9000

	 	 	 	Midland Loan Services, a Division of 

PNC Bank, National Association
10851 Mastin Street

Building 82, Suite 300

Overland Park, KS 66210

                                                                                                                                               

                                                                                                                                              Contact:
     askmidlandls.com

                                                                                                                                              Phone
                                                                                                                                              Number:      (913) 253-9000





	 	 	 	Park Bridge Lender Services LLC
600 Third Avenue
40th Floor

                                                                                                                     New
York, NY 10016
 

                                         Contact:
                                                     David Rogers

                                         Phone Number:    (212) 230-9025
	 	 
	 	This report is compiled by Wells Fargo Bank, N.A. from information provided by third parties. Wells Fargo
Bank, N.A. has not independently confirmed the accuracy of the information.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Please visit www.ctslink.com for additional information and if applicable, any special notices
and any credit risk retention notices. In addition, certificateholders may register online for email notification when special
notices are posted. For information or assistance please call 866-846-4526.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  









    Exhibit G-1-1


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Certificate
    Distribution Detail	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	 	Original

    Balance	 	Beginning

    Balance	 	Principal

    Distribution	 	Interest

    Distribution	 	Prepayment

    Premium	 	Realized
    Loss/
 Additional Trust

    Fund Expenses	Total

    Distribution	Ending

    Balance	Current

     Subordination

    Level (1)	 	 
	 	 	A-1	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-2	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-3	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	A-S	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	C	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	D	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	R	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	VRR Interest	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	Totals	 	 	 	 	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	 CUSIP	 	Pass-Through

    Rate	Original

    Notional
 Amount	Beginning

    Notional

    Amount	 	Interest

    Distribution	 	Prepayment

    Premium	 	Total

    Distribution	Ending

    Notional

    Amount	 	 	 	 	 	 	 	 
	 	 	X-A	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	X-B	 	 	 	0.000000%	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	 	 	 	 	 	 	 
	 	 	(1)
                                         Calculated by taking (A) the sum of the ending certificate balance of all classes less (B) the sum of
(i) the ending balance of the designated class and (ii) the ending certificate balance of all classes which are not subordinate
to the designated class and dividing the result by (A).


 


 


 


	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 



    Exhibit G-1-2


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20








	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Certificate
    Factor Detail
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

                                         Balance
	Principal

                                         Distribution
	Interest

                                         Distribution
	Prepayment

                                         Premium
	Realized
                                         Loss/

                                         Additional Trust

                                         Fund Expenses
	Ending

                                         Balance
	 
	 	 
	 	 
	 	A-1	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-2	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-3	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	A-S	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	B	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	C	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	D	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	R	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	VRR Interest	 	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	0.00000000	 
	 	 	 	 	 	 	 	 	 	 
	 	Class	CUSIP	Beginning

        Notional

        Amount
	Interest

        Distribution
	Prepayment

        Premium
	Ending

        Notional

        Amount
	 	 	 
	 	 	 	 
	 	 	 	 
	 	X-A	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	X-B	 	0.00000000	0.00000000	0.00000000	0.00000000	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	

                    
	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 






    Exhibit G-1-3


     


    

 











	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Reconciliation
    Detail	 	 
	 	 	Principal
    Reconciliation	 	 
	 	 	 	 	Stated
    Beginning 

    Principal Balance	 	Unpaid
    Beginning

    Principal Balance	 	Scheduled
    

    Principal	 	Unscheduled
    Principal	 	Principal
    Adjustments	 	Realized
    Loss	 	Stated
    Ending

    Principal Balance	 	Unpaid
    Ending

    Principal Balance	 	Current
    Principal

    Distribution Amount	 	 
	 	 	Total	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Certificate
    Interest Reconciliation	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Class	 	Accrual

    Dates	 	Accrual

    Days	 	Accrued

    Certificate

    Interest	 	Net
    Aggregate

    Prepayment

    Interest Shortfall	 	Distributable

    Certificate

    Interest	 	Distributable

    Certificate Interest

    Adjustment	 	WAC
    CAP

    Shortfall	 	Interest
    

    Shortfall/(Excess)	 	Interest

    Distribution	 	Remaining
    Unpaid

    Distributable

    Certificate Interest	 	 
	 	 	A-1	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-2	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-3	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-A	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	X-B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	A-S	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	B	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	C	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	D	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00   	 	 
	 	 	VRR Interest	 	0	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  	 	 
	 	 	Totals	 	 	 	0	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00	 	0.00  
    	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 





    Exhibit G-1-4


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Other
    Required Information	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Available Distribution Amount  (1)	 	    0.00	 		 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	    	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Appraisal Reduction Amount	 	 	 	 
	 	 		 	 	 	 	Loan

    Number	 	 	Appraisal	 	 	Cumulative	 	 	Most
    Recent	 	 	 
	 	 		 	 	 	 	 	 	Reduction	 	 	ASER	 	 	App.
                                         Reduction



	 	 	 
	 	 	 	 	 	 	 	 	 	Effected	 	 	Amount	 	 	Date	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	(1) The Available Distribution Amount includes any Prepayment Premiums and Yield Maintenance Charges.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Exhibit G-1-5


     


    






 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20








	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Cash
    Reconciliation Detail	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Total Funds Collected	 	 	 	Total Funds Distributed	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Interest:	 	 	 	Fees:	 	 	 
	 	Scheduled Interest	0.00	 	 	Master Servicing Fee - Midland Loan Services	0.00	 	 
	 	Interest reductions
    due to Nonrecoverability Determinations	0.00	 	 	Certificate Administrator/Trustee Fee - Wells Fargo Bank, N.A.	0.00	 	 
	 	Interest Adjustments	0.00	 	 	CREFC® Intellectual Property Royalty License Fee	0.00	 	 
	 	Deferred Interest	0.00	 	 	Asset Representations Reviewer Fee - Park Bridge Lender Services LLC	0.00	 	 
	 	ARD Interest	0.00	 	 	  	 	 	 
	 	Default Interest
    and Late Payment Charges	0.00	 	 	Total Fees	 	0.00	 
	 	Net Prepayment Interest
Shortfall	0.00	 	 	 	 	 	 
	 	Net Prepayment Interest
    Excess	0.00	 	 	 	 	 	 
	 	Extension Interest	0.00	 	 	Additional Trust
    Fund Expenses:	 	 	 
	 	Interest Reserve
    Withdrawal	0.00	 	 	Reimbursement for
    Interest on Advances	0.00		 
	 	Total Interest
    Collected	 	0.00	 	ASER Amount	0.00	 	 
	 	 	 	 	 	Special Servicing
    Fee	0.00	 	 
	 	Principal:	 	 	 	Attorney Fees &
    Expenses	0.00	 	 
	 	Scheduled Principal	0.00	 	 	Bankruptcy Expense	0.00	 	 
	 	Unscheduled Principal	0.00	 	 	Taxes Imposed on
    Trust Fund	0.00	 	 
	 	Principal Prepayments	0.00	 	 	Non-Recoverable Advances	0.00	 	 
	 	Collection of Principal
    after Maturity Date	0.00	 	 	Workout-Delayed Reimbursement
    Amounts	0.00	 	 
	 	Recoveries from
    Liquidation and Insurance Proceeds	0.00	 	 	Other Expenses	0.00	 	 
	 	Excess of Prior
    Principal Amounts paid	0.00	 	 	Total Additional
    Trust Fund Expenses	 	0.00	 
	 	Curtailments	0.00	 	 	 		 	 
	 	Negative Amortization	0.00	 	 				 
	 	Principal Adjustments	0.00	 	 	Interest Reserve
    Deposit	 	0.00	 
	 	Total Principal
    Collected		0.00 	 		 		 
	 	 	 	 	 	 	 	 	 
	 	Other:	 	 	 	Payments to Certificateholders
    & Others:	 	 	 
	 	Prepayment Penalties/Yield
    Maintenance Charges	0.00	 	 	Interest Distribution	0.00	 	 
	 	Repayment Fees	0.00	 	 	Principal Distribution	0.00	 	 
	 	Borrower Option Extension
    Fees	0.00	 	 	Prepayment Penalties/Yield
    Maintenance Charges 	0.00	 	 
	 	Excess Liquidation
    Proceeds	0.00	 	 	Borrower Option Extension
    Fees	0.00	 	 
	 	Net Swap Counterparty
    Payments Received	0.00	 	 	Net Swap Counterparty
    Payments Received	0.00	 	 
	 	Total Other Collected		0.00	 	Total Payments
    to Certificateholders & Others		0.00	 
	 	Total Funds Collected	 	0.00	 	Total Funds
    Distributed	 	0.00	 
	 	 	 	 	 	 	 	 	 



 



    Exhibit G-1-6


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
        Mortgage Loan and Property Stratification Tables

        Aggregate
        Pool
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Scheduled
    Balance	 	State
    (3)	 
	 	 	 	 	 
	 	Scheduled
    

    Balance	#
                                         of


        loans

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 	State	#
                                         of


        Props.

        	Scheduled


        Balance

        	%
                                         of


        Agg.


        Bal.

        	WAM


        (2)

        	WAC	Weighted


        Avg
        DSCR (1)

        	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 


    Exhibit G-1-7


     


    
 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service Coverage Ratio	 	Property
    Type (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Debt
    Service

    Coverage Ratio	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Property
    Type	#
    of

    Props.	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note
    Rate	 	Seasoning	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note

    Rate	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 	Seasoning	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	See
    footnotes on last page of this section.	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Exhibit G-1-8


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20







	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Mortgage Loan and Property Stratification Tables

    Aggregate Pool	 
	 	 	 	 	 
	 	Anticipated
    Remaining Term (ARD and Balloon Loans)	 	Remaining
    Stated Term (Fully Amortizing Loans)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Anticipated
    Remaining

    Term (2)	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Remaining
    Stated

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization Term (ARD and Balloon Loans)	 	Age
    of Most Recent NOI	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Remaining
    Amortization

    Term	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM (2)	WAC	Weighted

    Avg DSCR (1)	 	Age
    of Most

    Recent NOI	#
    of

    loans	Scheduled

    Balance	%
    of

    Agg.

    Bal.	WAM

    (2)	WAC	Weighted

    Avg DSCR (1)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	


(1) Debt Service
Coverage Ratios are updated periodically as new NOI figures become available from borrowers on an asset level. In all cases the
most current DSCR provided by the Servicer is used. To the extent that no DSCR is provided by the Servicer, information from the
offering document is used. The Trustee makes no representations as to the accuracy of the data provided by the borrower for this
calculation.


	 
	 	 	 
	 	(2) Anticipated
                     Remaining Term and WAM are each calculated based upon the term from the current month to the earlier of the
                     Anticipated Repayment Date, if applicable, and the Maturity Date. 



	 
	 	 	 
	 	(3) Data
                     in this table was calculated by allocating pro-rata the current loan information to the properties based
                     upon the Cut-Off Date balance of each property as disclosed in the offering document.



	 
	 	 	 
	 	The Scheduled Balance Totals reflect
    the aggregate balances of all pooled loans as reported in the CREFC Loan Periodic Update File. To the extent that the Scheduled
    Balance Total figure for the “State” and “Property” stratification tables is not equal to the sum
    of the scheduled balance figures for each state or property, the difference is explained by loans that have been modified
    into a split loan structure. The “State” and “Property” stratification tables do not include the balance
    of the subordinate note (sometimes called the B-piece or a “hope note”) of a loan that has been modified into
    a split-loan structure. Rather, the scheduled balance for each state or property only reflects the balance of the senior note
    (sometimes called the A-piece) of a loan that has been modified into a split-loan structure.	 
	 	 	 
	 	Note: There are no Hyper-Amortization
    Loans included in the Mortgage Pool.	 
	 	 	 	 	 


 


    Exhibit G-1-9


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Mortgage
    Loan Detail	 
	 	 	 
	 	Loan

    Number	ODCR
    	Property

    Type (1)	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Anticipated
    

    Repayment

    Date	Maturity

    Date	Neg.

    Amort

    (Y/N)	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Thru

    Date	Appraisal

    Reduction

    Date	Appraisal

    Reduction

    Amount	Res.

    Strat.

    (2)	Mod.

    Code

    (3)	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Property Type Code	(2)
    Resolution Strategy Code	(3)
    Modification Code
	 	 	 
	 	MF 	-	Multi-Family	SS



	-	Self Storage



	1	-	Modification	7	-	REO	11	-	Full Payoff	1	-	Maturity Date Extension	6	-	Capitalization on Interest	 
	 	RT 	-	Retail	98	-	Other



	2 	-	Foreclosure	8	-	Resolved	12 	 -	Reps and
    Warranties  	2	-	Amortization Change	7	-	Capitalization on Taxes	 
	 	HC	-	Health Care	SE	-	Securities



	3	-	Bankruptcy	9	-	Pending Return	13	-	TBD	3	-	Principal Write-Off	8	-	Other	 
	 	 IN	-	Industrial	CH	-	Cooperative
                                         Housing



	4	-	Extension			to Master Servicer	98	-	Other	4	-	Blank	9	-	Combination	 
	 	MH	-	Mobile Home Park	WH	-	Warehouse	5	-	Note Sale	10	- 	Deed in Lieu Of				5	-	Temporary Rate Reduction  	10	-	Forbearance



	 
	 	OF 	-	Office	ZZ



	-	Missing Information



	6	-	DPO



	 	 	Foreclosure



	 	 	 	 	 	 	 	 	 	 
	 	MU







	-	Mixed Use



	SF	-	Single Family



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	LO



	-	Lodging	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 











 


    Exhibit G-1-10


     


    

 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20





	 	 	 	 	 	 	 	 	 	 	 	 
	 	NOI
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	ODCR	Property

    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI (1)	Most

    Recent

    NOI (1)	Most
    Recent

    NOI Start

    Date	Most
    Recent

    NOI End

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	Total	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
                                         The Most Recent Fiscal NOI and Most Recent NOI fields correspond to the financial data
                                         reported by the Master Servicer. An NOI of 0.00 means the Master Servicer did not report
                                         NOI figures in their loan level reporting.



	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-1-11


     


    










 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20






	 	 	 	 	 	 	 	 	 
	 	Principal
    Prepayment Detail	 
	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Loan
    Group	Offering
    Document
Cross-Reference	Principal
    Prepayment Amount	Prepayment
    Penalties	 
	 	Payoff
    Amount	Curtailment
    Amount	Prepayment
    

    Premium	Yield
    Maintenance
Charge	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 


    Exhibit G-1-12


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquencies	Prepayments	Rate
    and Maturities	 
	 	Distribution	30-59
    Days	60-89
    Days	90
    Days or More	Foreclosure	REO	Modifications	Curtailments	Payoff	Next
    Weighted Avg.	WAM 	 
	 	Date	#	 	#	 	#	 	#	 	#	 	#	 	#	Amount 	#	Amount	Coupon	Remit	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Note: Foreclosure and REO Totals
    are excluded from the delinquencies.	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-1-13


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Delinquency
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan
    Number	Offering

    Document

    Cross-Reference	#
    of

    Months

    Delinq.	Paid
    Through

    Date	Current

    P & I

    Advances	Outstanding

    P & I

    Advances **	Status
    of

    Loan  (1)	Resolution

    Strategy

    Code  (2)	Servicing
Transfer
    Date	Foreclosure

    Date	Actual

    Principal

    Balance	Outstanding

    Servicing

    Advances	Bankruptcy

    Date	REO

    Date	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	(1)
    Status of Mortgage Loan	 	 	(2)
    Resolution Strategy Code	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	A	-	Payment Not Received	0	- Current	4	-	Performing Matured Balloon



	1	-	Modification	7	-	REO	11	-	Full Payoff



	 	 
	 	 	 	 	But Still in Grace Period	1	- 30-59 Days Delinquent	5 	-	Non Performing Matured
    Balloon	2 	-	Foreclosure	8	-	Resolved	12	-	Reps
    and Warranties	 	 
	 	 	 	 	Or Not Yet Due	2	- 60-89 Days Delinquent	6	-	121+ Days Delinquent	3 	-	Bankruptcy	9	-	Pending Return	13	-	TBD	 	 
	 	 	B	-	Late Payment But Less	3	- 90-120 Days Delinquent	 	 	 	4 	-	Extension			to Master Servicer	98	-	Other



	 	 
	 	 	 	 	Than 30 Days Delinquent	 	 	 	 	 	5 	-	Note Sale	10	 -	Deed
                                      In Lieu Of



				 	 
	 	 	** Outstanding P & I Advances
    include the current period advance.	6	-	DPO	 	 	Foreclosure	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-1-14


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Servicing

    Transfer

    Date	Resolution

    Strategy

    Code (1)	Scheduled

    Balance	Property

    Type (2)	State	Interest

    Rate	Actual

    Balance	Net

    Operating

    Income	DSCR

    Date	DSCR	Note

    Date	Maturity

    Date	Remaining

    Amortization

    Term	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	(1)
    Resolution Strategy Code	(2)
    Property Type Code	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	- 	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	- 	Mixed Use



	SF 	- 	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	- 	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-1-15


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20





	 	 	 	 	 	 	 	 	 	 	 
	 	Specially
    Serviced Loan Detail - Part 2	 
	 	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

     Cross-Reference 	Resolution

    Strategy

    Code (1)	Site

    Inspection

    Date	

    Phase 1 Date	Appraisal
    Date	Appraisal

    Value	Other
    REO

    Property Revenue	Comment
                                         from Special Servicer



	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)
    Resolution Strategy Code	(2)
    Property Type Code          	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	1	-  Modification	7	-	REO	11	-	Full Payoff	MF	-	Multi-Family	SS	-	Self Storage



	 
	 	2	-  Foreclosure	8	-	Resolved	12	- 	Reps and Warranties	RT	-	Retail	98	-	Other



	 
	 	3	-  Bankruptcy	9	-	Pending Return	13	-	TBD	HC	-	Health Care	SE	-	Securities



	 
	 	4	-  Extension			to Master Servicer	98	-	Other	IN	-	Industrial	CH	-	Cooperative Housing



	 
	 	5	-  Note Sale	10	 -	Deed in Lieu Of				MH	-	Mobile Home Park	WH	-	Warehouse



	 
	 	6	-  DPO	 	 	Foreclosure	 	 	 	OF



	-	Office



	ZZ



	-	Missing Information



	 
	 	 	 	 	 	 	 	 	 	MU



	-	Mixed Use



	SF 	-	Single Family 	 
	 	 	 	 	 	 	 	 	 	LO



	-	Lodging



	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-1-16


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20





	 	 	 	 	 	 	 
	Advance
    Summary
	 	 	 	 	 	 	 
	 	Loan
    Group 	Current
    P&I

    Advances	Outstanding
    P&I

    Advances	Outstanding
    Servicing

    Advances	Current
    Period Interest

    on P&I and Servicing

    Advances Paid	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Totals	0.00	0.00	0.00	0.00	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


 



    Exhibit G-1-17


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20






	 	 	 	 	 	 	 	 	 	 
	 	Modified
    Loan Detail	 
	 	 	 	 	 	 	 	 	 	 
	 	Loan

    Number	Offering

    Document

    Cross-Reference	Pre-Modification

    Balance	Post-Modification

    Balance	Pre-Modification

    Interest Rate	Post-Modification

    Interest Rate	Modification

    Date	Modification
    Description	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-1-18


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Liquidated Loan Detail	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Distribution

    Date	ODCR	Beginning

    Scheduled

    Balance	Fees,

    Advances,

    and Expenses *	Most
    Recent

    Appraised

    Value or BPO	Gross
    Sales

    Proceeds or

    Other Proceeds	Net
    Proceeds

    Received on

    Liquidation	Net
    Proceeds

    Available for

    Distribution	Realized
    

    Loss to Trust	Date
    of Current

    Period Adj.

    to Trust	Current
    Period

    Adjustment

    to Trust	Cumulative

    Adjustment

    to Trust	Loss
    to Loan

    with Cum

    Adj. to Trust	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Current
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	Cumulative
    Total	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	*
    Fees, Advances and Expenses also include outstanding P & I advances and unpaid fees (servicing, trustee, etc.).	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-1-19


     


    



 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20












	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Historical
    Bond/Collateral Loss Reconciliation Detail	 
	 	 	 
	 	Distribution

    Date	 	 	Offering

    Document

    Cross-Reference	 	 	Beginning

    Balance

    at Liquidation	 	 	Aggregate

    Realized Loss

    on Loans	 	 	Prior
    Realized

    Loss Applied

    to Certificates	 	 	Amounts

    Covered by

    Credit Support	 	 	Interest

    (Shortages)/

    Excesses	 	 	Modification

    /Appraisal

    Reduction Adj.	 	 	Additional

    (Recoveries)

    /Expenses	 	 	Realized
    Loss

    Applied to

    Certificates to Date	 	 	Recoveries
    of

    Realized Losses

    Paid as Cash	 	 	(Recoveries)/

    Losses Applied to

    Certificate Interest	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	   	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals     	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Exhibit G-1-20


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 1	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-

    Reference	 	 	Stated

    Principal

    Balance at

    Contribution	 	 	Current

    Ending

    Scheduled

    Balance	 	 	Special
    Servicing Fees	 	 	ASER	 	 	(PPIS)
    Excess	 	 	Non-Recoverable

    (Scheduled

    Interest)	 	 	Interest
    on

    Advances	 	 	Modified
    Interest

    Rate (Reduction)

    /Excess	 
	Monthly	 	 	Liquidation	 	Work
    Out
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit G-1-21


     


    


 





	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20






	 	 	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail - Part 2	 
	 	 	 	 	 	 	 	 	 
	 	Offering

    Document

    Cross-Reference	Stated
    Principal

    Balance at

    Contribution	Current
    Ending

    Scheduled

    Balance	Reimb
    of Advances to the Servicer	 Other
     (Shortfalls)/ 

     Refunds	Comments	 
	Current
    Month	Left
    to Reimburse

    Master Servicer
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 2 Total	0.00	 	 	 
	 	Interest
    Shortfall Reconciliation Detail Part 1 Total	0.00	 	 	 
	 	Total
    Interest Shortfall Allocated to Trust	0.00	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 


 



    Exhibit G-1-22


     


    

 










	 	 	 	 
	

         

        Wells Fargo Bank, N.A. 

        Corporate Trust Services 

        8480 Stagecoach Circle 

        Frederick, MD 21701-4747
	Benchmark 2020-IG1 Mortgage Trust

    

    Commercial Mortgage Pass-Through Certificates

    

    Series 2020-IG1	For Additional
    Information please contact
	CTSLink Customer Service
	1-866-846-4526
	Reports
    Available     www.ctslink.com
	Distribution Date:	3/17/20
	Record Date:	2/28/20
	Determination Date:	3/11/20





	 	 	 
	 	 	 
	 	Supplemental Reporting	 
	 	 	 
	 	 	 
	 	 	 
	 	Disclosable Special Servicer Fees, Loan Event of Default, Servicer Termination Event or Special Servicer
Termination Event information would be disclosed here.	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 




 






    Exhibit G-1-23


     


    





 


 





 


EXHIBIT
H


 


FORM OF OMNIBUS ASSIGNMENT


 


[NAME
OF CURRENT ASSIGNOR] having an address at [ADDRESS OF CURRENT ASSIGNOR] (the “Assignor”) for good and valuable
consideration, the receipt and sufficiency of which are acknowledged, hereby sells, transfers, assigns, delivers, sets over and
conveys, without recourse, representation or warranty, express or implied, unto “Wells Fargo Bank, National Association,
as Trustee for the registered holders of Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2020-IG1” (the “Assignee”), having an office at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services: CMBS Trustee – Benchmark 2020-IG1, its successors and assigns, all right, title and interest of
the Assignor in and to:


 


That
certain mortgage and security agreement, deed of trust and security agreement, deed to secure debt and security agreement, or
similar security instrument (the “Security Instrument”), and that certain Promissory Note (the “Mortgage
Note”), for each of the Mortgage Loans shown on the Mortgage Loan Schedule attached hereto as Exhibit B, and
that certain assignment of leases and rents given in connection therewith and all of the Assignor’s right, title and interest
in any claims, collateral, insurance policies, certificates of deposit, letters of credit, escrow accounts, performance bonds,
demands, causes of action and any other collateral arising out of and/or executed and/or delivered in or to or with respect to
the Security Instrument and the Mortgage Note, together with any other documents or instruments executed and/or delivered in connection
with or otherwise related to the Security Instrument and the Mortgage Note.


 


IN
WITNESS WHEREOF, the Assignor has executed this instrument under seal to be effective as of the [__] day of [_____________], 20[__].


 





	 	[NAME OF CURRENT ASSIGNOR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit H-1


     


    

 


EXHIBIT
I


 


[RESERVED]


 






     Exhibit I-1


     


    

 


EXHIBIT
J


 


[reserved]


 






     Exhibit J-1


     


    

 


EXHIBIT
K


 


[reserved]


 






     Exhibit K-1


     


    

 


EXHIBIT
L


 


[RESERVED]


 






     Exhibit L-1


     


    

 


EXHIBIT
M


 


[reserved]


 






     Exhibit M-1


     


    

 


EXHIBIT
N


 


[reserved]


 






     Exhibit N-1


     


    

 


EXHIBIT
O


 


[RESERVED]


 






     Exhibit O-1


     


    

 


EXHIBIT
P-1A


 


FORM
OF INVESTOR CERTIFICATION for Non-Borrower PartY and/or 

risk retention consultation party


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2020-IG1 Mortgage Trust

Email: trustadministrationgroup@wellsfargo.com;


   cts.cmbs.bond.admin@wellsfargo.com





 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 



 


In
accordance with the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates, a Risk Retention
Consultation Party or a Companion Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement]. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information will not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in


 






     Exhibit P-1A-1


     


    

 


any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such Information confidential shall expire one year following the date that the undersigned receives such Information (with
respect to a prospective purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the
Class of Certificates referenced above. The undersigned will not use or disclose the Information in any manner which could result
in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer, the Underwriters and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


6.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine or verify whether
the undersigned has properly certified or recertified under this Investor Certification any time the undersigned accesses the
Certificate Administrator’s Website.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






     Exhibit P-1A-2


     


    

 


EXHIBIT
P-1B


 


FORM OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than
a risk retention consultation party)


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2020-IG1 Mortgage Trust

Email: trustadministrationgroup@wellsfargo.com;


    cts.cmbs.bond.admin@wellsfargo.com





 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street 


Building
82, Suite 300 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Telecopy
number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 



 


In
accordance with the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Certificateholder, a beneficial owner or prospective purchaser of the Class [__] Certificates or a Companion
Holder (or any investment advisor or manager or other representative of the foregoing).


 


2.       In
the case that the undersigned is a Certificateholder, a beneficial owner or prospective purchaser of an Offered Certificate, the
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is a Borrower Party.


 


4.       The
undersigned is requesting access to the Distribution Date Statements pursuant to the Pooling and Servicing Agreement. In consideration
of the disclosure to the undersigned of the Distribution Date Statement, or the access thereto, the undersigned will keep the
Distribution Date Statements confidential (except from such outside persons as are assisting it in making an


 






     Exhibit P-1B-1


     


    

 


evaluation in connection
with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such Distribution Date Statements will not, without the prior
written consent of the Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) in any manner whatsoever, in whole or in part;
provided, however, that the obligations of the undersigned to keep any such Distribution Date Statements confidential
shall expire one year following the date that the undersigned receives such Distribution Date Statements (with respect to a prospective
purchaser only) or is no longer a Certificateholder, a beneficial owner or prospective purchaser of the Class of Certificates
referenced above. The undersigned will not use or disclose the Distribution Date Statements in any manner which could result in
a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset
Representations Reviewer, the Underwriters and the Trust Fund for any loss, liability or expense incurred thereby with respect
to any such breach by the undersigned or any of its Representatives.


 


6.       The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Distribution Date Statements
on the Certificate Administrator’s Website, and the Certificate Administrator shall have no obligation to monitor, determine
or verify whether the undersigned has properly certified or recertified under this Investor Certification any time the undersigned
accesses the Certificate Administrator’s Website.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement. 


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 






     Exhibit P-1B-2


     


    

 


EXHIBIT
P-1C


 


Form
of Certification of A risk retention consultation party


 


[Date]


 


	Midland
        Loan Services, a Division of PNC 

Bank, National Association


        10851
Mastin Street 

        Building
82, Suite 300 

        Overland
Park, Kansas 66210 

        Attention:
Executive Vice President – Division Head 

        Telecopy
        number: 1-888-706-3565

        Email:
NoticeAdmin@midlandls.com
	 	Wells Fargo Bank, National Association
 9062 Old Annapolis Road
 Columbia, Maryland 21045-1951
 Attention: Corporate Trust Services (CMBS)
 Benchmark 2020-IG1 Mortgage Trust
 Email: trustadministrationgroup@wellsfargo.com

                           cts.cmbs.bond.admin@wellsfargo.com

	 	 	 
	Park
    Bridge Lender Services LLC

    600 Third Avenue, 40th Floor

    New York, New York 10016

    Attention: BMARK 2020-IG1 – Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)	 	Wells
        Fargo Bank, National Association,


        600
        South 4th Street, 7th Floor


        MAC
        N9300-070


        Minneapolis,
Minnesota 55479

Attention: Corporate Trust Services (CMBS)

Benchmark 2020-IG1 Mortgage Trust

	 	 	 
	Midland
        Loan Services, a Division of PNC 

Bank, National Association


        10851
Mastin Street 

        Building
82, Suite 300 

        Overland
Park, Kansas 66210 

        Attention:
Executive Vice President – Division Head 

        Telecopy
number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com
	 	J.P.
    Morgan Chase Commercial Mortgage Securities Corp.

    383 Madison Avenue, 8th Floor

    New York, New York 10179

    Attention: Kunal K. Singh, email: US_CMBS_Notice@jpmorgan.com


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1



 


In
accordance with [Section 3.23] [Section 6.08] of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees
as follows:


 


1.       The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


2.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 






     Exhibit P-1C-1


     


    

 


3.       The
contact information for the undersigned for all notices and other communications is as follows:


 


[_____]


 


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[RISK
RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 






     Exhibit P-1C-2


     


    

 


EXHIBIT
P-2


 


FORM OF CERTIFICATION FOR NRSROs


 


[Date] 


 


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


	Attention:	Corporate
                                         Trust Services (CMBS), Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-IG1



 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement dated as of
February 1, 2020 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


The
undersigned is a Rating Agency hired by the Depositor to provide ratings on the Certificates; or


 


		1.	The
                                         undersigned, a Nationally Recognized Statistical Rating Organization as defined under
                                         Section 3(a)(62) of the Exchange Act;



 


a.       has
provided the Depositor with the appropriate certifications under Exchange Act 17g-5(e);


 


b.       has
access to the Depositor’s 17g-5 website; and


 


c.       
agrees that either (x) 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 the 17g-5 Information Provider’s website
or (y) if the undersigned did not access the Depositor’s 17g-5 website prior to the Closing Date, it hereby agrees that
it shall be bound by the provisions of the confidentiality agreement attached hereto as Annex A, which shall be applicable
to it with respect to any information obtained from the 17g-5 Information Provider’s website, including any information
that is obtained from the section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website
after the Closing Date.


 


The
undersigned shall be deemed to have recertified to the provisions herein each time it accesses the Information on the Certificate
Administrator’s Website and the 17g-5 Information Provider’s Website.


 






     Exhibit P-2-1


     


    

 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit P-2-2


     


    

 


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 Benchmark 2020-IG1
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 (the “Certificates”) pursuant
to the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer and the assets underlying or referenced
by the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers
and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Pooling and Servicing Agreement,
including the section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the
Closing Date (as defined in the Pooling and Servicing Agreement. Information provided by each Furnishing Entity is labeled as
provided by the specific Furnishing Entity.


 


		1.	Definition
                                         of Confidential Information. For purposes of this Confidentiality Agreement, the
                                         term “Confidential Information” shall include the following information
                                         (irrespective of its source or form of communication, including information obtained
                                         by you through access to this site) that may be furnished to you by or on behalf of a
                                         Furnishing Entity in connection with the issuance or monitoring of a rating with respect
                                         to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
                                         legal documents and other information (such information, the “Evaluation Material”)
                                         and (y) any of the terms, conditions or other facts with respect to the transactions
                                         contemplated by the Pooling and Servicing Agreement, including the status thereof; provided,
                                         however, that the term Confidential Information shall not include information
                                         which:



 


		●	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
                                         below) in violation of this Confidentiality Agreement;



 


		●	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or



 


		●	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 






     Exhibit P-2-3


     


    

 


		2.	Information
                                         to Be Held in Confidence.



 


		a.	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”).



 


		b.	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.



 


		c.	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:



 


		i.	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;



 


		ii.	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



 


		iii.	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


		3.	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



 






     Exhibit P-2-4


     


    

 


be
accorded the Confidential Information if it so chooses. Unless otherwise required by a court or other governmental or regulatory
authority to do so, and provided that you been informed by written notice that the related Furnishing Entity is seeking a protective
order or other reasonable assurance for confidential treatment with respect to the requested Confidential Information, you agree
not to disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other
reasonable assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its
efforts to obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion
of the Confidential Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however, that
in no event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective
order or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or
other remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally
required to disclose, at the sole expense of the relevant Furnishing Entity.


 


		4.	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.



 


		5.	Violations
                                         of this Confidentiality Agreement.



 


		a.	The
                                         NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the
                                         NRSRO or any NRSRO Representative.



 


		b.	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.



 


		c.	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



 






     Exhibit P-2-5


     


    

 


accordance
with their specific terms or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to
specific performance and injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the
terms and provisions hereof, in addition to any other remedy to which a Furnishing Entity may be entitled at law or in equity.
It is further understood and agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude
any other or further exercise of any right, power or privilege.


 


		6.	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.



 


		7.	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.



 


		8.	Amendments.
                                         This Confidentiality Agreement may be modified or waived only by a separate writing by
                                         the NRSRO and each Furnishing Entity.



 


		9.	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.



 


		10.	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 P-2-6


     


    

 


EXHIBIT
P-3


 


ONLINE
MARKET DATA PROVIDER CERTIFICATION 


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951


 


		Attention:	Corporate
                                         Trust Services (CMBS), Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-IG1 



 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.





 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement dated as of
February 1, 2020 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


		1.	The
                                         undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions,
                                         Inc., MBS Data, LLC, RealINSIGHT, BlackRock Financial Management Inc., Interactive Data
                                         Corporation, CMBS.com, Inc., Markit Group Limited, Moody’s Analytics, Thomson Reuters
                                         Corporation and DealView Technologies Ltd., a market data provider that has been given
                                         access to the Statements to Certificateholders, CREFC® Reports and supplemental
                                         notices on www.ctslink.com (“CTSLink”) by request of the Depositor.



 


		2.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		3.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor.



 


		4.	The
                                         undersigned shall be fully liable for any breach of the terms of this certification by
                                         itself or any of its Representatives and shall indemnify the Depositor, the Trustee,
                                         the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset Representations
                                         Reviewer and the Trust Fund for any loss, liability or expense incurred thereby with
                                         respect to any such breach by the undersigned or any of its Representatives.



 






    Exhibit P-3-1


     


    

 


		5.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the Pooling and Servicing Agreement.



 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified. 


 






    Exhibit P-3-2


     


    

 


EXHIBIT
Q


 


CUSTODIAN CERTIFICATION/EXCEPTION REPORT


 


[DATE]


 


To
the Persons Listed on the attached Schedule A


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 



 


Ladies
and Gentlemen:


 


In
accordance with Section 2.02 of the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer, the undersigned,
as Custodian, hereby certifies that, except as noted on the attached Custodial Exception Report, as to each Mortgage Loan listed
in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full or for which a Liquidation Event has occurred) the Custodian
has, subject to Section 2.02(c) of the Pooling and Servicing Agreement, reviewed the documents delivered to it pursuant to Section
2.01 of the Pooling and Servicing Agreement and has determined that (i) all documents specified in [clauses (i) through (v), (viii),
(ix), (xi), (xii) and (xiii) (or with respect to clause (xii)], a copy of such letter of credit and the required officer’s
certificate), if any, of the definition of “Mortgage File”, as applicable, with respect to the Mortgage Loans are
in its possession, (ii) the foregoing documents delivered or caused to be delivered by the Mortgage Loan Seller have been reviewed
by it or by a Custodian on its behalf and appear regular on their face and appear to be executed and to relate to such Mortgage
Loan and (iii) based on such examination and only as to the foregoing documents, the information set forth in the Mortgage Loan
Schedule with respect to the items specified in clauses (iv), (vi) and (viii)(c) in the definition of “Mortgage Loan Schedule”
is correct.


 


Capitalized
words and phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing
Agreement.


 





	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, 

as Custodian

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit Q-1


     


    

 


SCHEDULE
A


 


	J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue

8th Floor

New York, New York 10179

         

        Fitch
Ratings, Inc. 

        300
West 57th Street 

        New
York, NY 10019 

        Attention:
Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com

         

        Kroll
Bond Rating Agency, Inc.

845 Third Avenue

New York, New York 10022

Email: cmbssurveillance@krollbondratings.com 

         

        Midland
Loan Services, a Division of PNC Bank, National Association 

        10851
Mastin Street 

        Building
82, Suite 300 

        Overland
Park, Kansas 66210 

        Attention:
Executive Vice President – Division Head 

        Telecopy
        number: 1-888-706-3565

        Email:
NoticeAdmin@midlandls.com
	 	Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2020-IG1 Mortgage Trust

Telecopy Number: (410) 715 2380

E-Mail: trustadministrationgroup@wellsfargo.com; cts.cmbs.bond.admin@wellsfargo.com

         

        Park
Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: BMARK 2020-IG1 – Surveillance Manager
(with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)

         

        Midland
Loan Services, a Division of PNC Bank, National Association 

        10851
Mastin Street 

        Building
82, Suite 300 

        Overland
Park, Kansas 66210 

        Attention:
Executive Vice President – Division Head 

        Telecopy
number: 1-888-706-3565 

        Email:
NoticeAdmin@midlandls.com

         

        [APPLICABLE
MORTGAGE LOAN SELLER’S NOTICE ADDRESS]




 






    Exhibit Q-2


     


    

 


EXHIBIT
R-1


 


FORM OF POWER OF ATTORNEY BY TRUSTEE

FOR MASTER SERVICER


 


After
recording, return to: 


Legal
Department Midland Loan Services P. 0. Box 25965

Shawnee Mission, KS 66225-5965


 


LIMITED
POWER OF ATTORNEY TO MIDLAND LOAN SERVICES, 


A
DIVISION OF PNC BANK, NATIONAL ASSOCIATION, FROM WELLS FARGO BANK, NATIONAL ASSOCIATION, 


AS
TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BENCHMARK 2020-IG1, 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-IG1


 


KNOW
ALL BY THESE PRESENTS:


 


WHEREAS,
JP Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a division of PNC Bank, National Association,
as Master Servicer (the “Servicer”) and as Special Servicer (the
“Special Servicer”), Wells
Fargo Bank, National Association, as Trustee (the “Trustee”) and Certificate Administrator, and Park Bridge
Services LLC, as
Asset Representations Reviewer, entered into a Pooling and Servicing Agreement dated as of February 1, 2020 (the “PSA”),
pertaining to a securitization
trust formed for the benefit of the registered holders of Benchmark Trust 2020-IG1, Commercial Mortgage Pass-Through Certificates,
Series 2020-IG1
(the “Trust”),
and which provides in part that the Servicer shall administer
and service certain “Mortgage
Loans” and provide services to the “Mortgagors” as those terms are defined in the PSA, for the benefit
of the Trustee in accordance with
the terms of the PSA and the Mortgage Loans; and


 


WHEREAS,
pursuant to the terms of the PSA, the Servicer is granted certain powers, responsibilities and authority in connection with its
servicing and
administration of the Mortgage Loans subject to the terms of the PSA; and


 


WHEREAS,
the Trustee has been requested by the Servicer pursuant to Section 3.01(b) of
the PSA to grant this Limited
Power of Attorney to the Servicer to enable the Servicer to execute and deliver, on behalf of the Trustee, certain documents and
instruments related to the Mortgage
Loans thereby empowering the Servicer to take such actions as it deems necessary to comply with its servicing, administrative
and management duties under and in accordance with
the PSA.


 


NOW,
THEREFORE, KNOW ALL BY THESE PRESENTS:


 






    Exhibit R-1-1


     


    

 


Wells
Fargo Bank, National Association, a nationally chartered banking association,
not in its individual or banking capacity, but solely
in its capacity as Trustee for the registered holders
of the above referenced Trust
under the PSA, does make, constitute and appoint Midland Loan Services, a division of PNC Bank, National Association,
with principal corporate
offices at 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, as Servicer,
by and through its designated
officers, as the Trustee’s true and lawful attorney-in-fact with respect to
the Mortgage
Loans and each mortgaged property and related collateral (the “Mortgaged Property”) held by the Trustee to
secure the obligations of the Mortgage Loans in its capacity as Trustee, and in
Trustee’s
name, place and stead, to prepare, complete, execute, deliver,
record and file on behalf of
the registered holders and the Trustee, and in any event in accordance with the terms of the PSA; (i) customary consents or waivers
and other instruments and documents including, without
limitation, estoppel certificates, financing statements, continuation statements,
title endorsements and
reports and other documents and instruments necessary to preserve and maintain the validity, enforceability, perfection and priority
of the lien on the Mortgaged Property; (ii) to consent to assignments and assumptions or substitutions, and transfers
of interest of the Mortgagors, in each case subject to and in accordance with the terms of the Mortgage Loan and subject to the
provisions of the PSA; (iii) to collect any insurance proceeds, condemnation proceeds
and liquidation proceeds in accordance with the terms of the Mortgage Loan;
(iv) to consent to any subordinate financing to be secured by any Mortgaged Property to the extent that such consent is required
pursuant to the terms of the Mortgage Loan or which otherwise is
required
under the PSA; (v) to
consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged
Property or to repayment of the Mortgage
Loans or otherwise, in each case in accordance with the terms of the Mortgage Loans; (vi) to execute any and all instruments necessary
or appropriate for judicial or nonjudicial foreclosure of, the taking of a deed in lieu of foreclosure with respect to, or the
conversion of title to any Mortgaged Property securing a Mortgage Loan owned by the Trustee and serviced by the Servicer for the
Trustee, and, consistent with the authority granted by the PSA, to take any and all actions on behalf of the Trustee in connection
with maintaining and defending the enforceability of such Mortgage Loan obligation and the collection thereof including, without
limitation, the execution of any and all instruments necessary or appropriate in defense of and for the collection and enforcement
of said
Mortgage Loan obligation in accordance with the terms of the PSA; (vii) to
execute and deliver documents
relating to the management, operation,
maintenance, repair, leasing and marketing of the Mortgaged Properties, including agreements and requests by the Mortgagors with
respect to modifications
of the management of the Mortgaged Properties or the replacement of managers; (viii)
to exercise all rights, powers and privileges granted or provided to the holder
of the
Mortgage Loan under their respective terms including all rights of approval and consent thereunder;
(ix) to enter into lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements which may be requested
by the Mortgagors or their tenants in accordance with the terms of the Mortgage Loan; (x) to join the Mortgagor in granting, modifying
or releasing
any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the
Mortgaged Properties to the extent such does not adversely affect the value
of the Mortgaged Property; (xi) to execute and deliver, on behalf of the Trustee, any and all


 






    Exhibit R-1-2


     


    

 


instruments of
satisfaction or cancellation,
or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Property; (xii) to draw upon, replace, substitute, release or amend any letters of credit standing as collateral under the Mortgage
Loans; and (xiii) to apply amounts in the various escrow accounts set up under the Mortgage Loans pursuant to the terms provided
for therein.


 


ARTICLE
I


 


The
enumeration of particular powers
hereinabove is not intended in
any way to limit
the grant to the Servicer as the Trustee’s attorney-in-fact of full power and authority with respect to the Mortgage Loans
consistent with the PSA to execute and deliver any
such documents, instrument or
other writing, as fully, to all intents and purposes, as the Trustee might or
could do if personally present,
hereby ratifying and confirming whatsoever such attorney-in-fact shall and may do by virtue hereof; and the Trustee agrees and
represents to those dealing with such attorney-in-fact that they may rely upon this limited power of attorney until termination
of the limited power of attorney
under the provisions of Article III below. As between and among the Trustee, the registered holders, the Trust, and the Servicer,
the Servicer may not exercise any right, authority or power granted by this instrument in a manner which would violate the terms
of the PSA or the servicing standard imposed on the Servicer by the PSA, but any and all third parties dealing
with the Servicer as the Trustee’s
attorney-in-fact may rely completely, unconditionally and conclusively on the Servicer’s authority and need not make inquiry
about whether the Servicer is acting pursuant to the PSA or such standard. Any purchaser, title company, recorder’s office
or other third party may rely upon a written statement by the Servicer that any particular loan or property in question and the
release thereof is subject to and included under this power of attorney and the PSA.


 


ARTICLE
II


 


Any
act or thing lawfully done by the Servicer, and otherwise
authorized under this Limited
Power of Attorney, shall be binding on the Trustee and the Trustee’s successors and assigns.


 


ARTICLE
III


 


This
Limited Power of Attorney shall continue in full force and effect until the earliest occurrence of any of the following events,
unless sooner revoked in writing by the Trustee:


 


		(i)	the
                                         suspension or termination of this Limited Power of Attorney by the Trustee;



 


		(ii)	the
                                         transfer of servicing under the PSA from the Servicer to another
                                         servicer;



 






    Exhibit R-1-3


     


    

 


		(iii)	the
                                         termination, resignation or removal of the Trustee as trustee
                                         of
                                         such Trust;



 


		(iv)	the
                                         appointment of a receiver or conservator with respect to the business of
                                         the
                                         Servicer;



 


		(v)	the
                                         filing of a voluntary or involuntary petition in
                                         bankruptcy
                                         by or against the Servicer;



 


		(vi)	the
                                         termination of the PSA; or



 


		(vii)	the
                                         termination of the Servicer.



 


Nothing
herein shall be deemed to amend or modify the PSA or the respective rights, duties or
obligations of the Trustee, or
the Servicer thereunder, and nothing herein shall constitute a waiver of any rights or remedies thereunder.


 


[SIGNATURE
ON FOLLOWING PAGE]


 






    Exhibit R-1-4


     


    

  


IN
WITNESS WHEREOF, the Trustee has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer
duly authorized as of the ___ day of _________________.





	 	 	 	 	 
	 	Wells
                    Fargo, National Association, as Trustee for the benefit of the registered holders of Benchmark Trust 2020-IG1,
                    Commercial Mortgage Pass-Through Certificates, Series 2020-IG1

	 	 
	 	By:	 
	 	 
	 	Name:	 
	 	 
	 	Title:	 







 



    Exhibit R-1-5


     


    




 


ATTEST: 


 


_________________________________________



 


  


_________________________________________


Witness 


 


_________________________________________ 


Witness


 





	STATE
OF MARYLAND	)
	 	) SS.
	COUNTY
OF HOWARD	)


  


On
this __ day of ________________________, before me personally appeared _________________________ to me personally known, who,
being by me duly sworn, did acknowledge and say that s/he is the _______________________ of Wells Fargo Bank, National Association,
a nationally chartered banking association, and acknowledged to me that s/he executed the foregoing instrument on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark Trust 2020-IG1 Commercial
Mortgage Pass-Through Certificates, Series 2020-IG1.


 





	 	 
	 	Notary Public
	 	 
	 	My commission expires: _______________


 






    Exhibit R-1-6


     


    

 


EXHIBIT
R-2


 


FORM
OF POWER OF ATTORNEY BY TRUSTEE

FOR SPECIAL SERVICER 


 


After
recording, return to: 


Legal
Department Midland Loan Services P. 0. Box 25965

Shawnee Mission, KS 66225-5965 


 


LIMITED
POWER OF ATTORNEY TO MIDLAND LOAN SERVICES, 


A
DIVISION OF PNC BANK, NATIONAL ASSOCIATION, FROM WELLS FARGO BANK, NATIONAL ASSOCIATION, 


AS
TRUSTEE, FOR THE BENEFIT OF THE REGISTERED HOLDERS OF BENCHMARK 2020-IG1, 


COMMERCIAL
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-IG1 


 


KNOW
ALL BY THESE PRESENTS:


 


WHEREAS,
JP Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a division of PNC Bank, National Association,
as Master Servicer (the “Servicer”) and as Special Servicer (the
“Special Servicer”), Wells
Fargo Bank, National Association, as Trustee (the “Trustee”) and Certificate Administrator, and Park Bridge
Services LLC, as
Asset Representations Reviewer, entered into a Pooling and Servicing Agreement dated as of February 1, 2020 (the “PSA”),
pertaining to a securitization
trust formed for the benefit of the registered holders of Benchmark Trust 2020-IG1, Commercial Mortgage Pass-Through Certificates,
Series 2020-IG1
(the “Trust”),
and which provides in part that the Servicer shall administer
and service certain “Mortgage
Loans” and provide services to the “Mortgagors” as those terms are defined in the PSA, for the benefit
of the Trustee in accordance with
the terms of the PSA and the Mortgage Loans; and


 


WHEREAS,
pursuant to the terms of the PSA, the Special Servicer is granted certain powers, responsibilities and authority in connection
with its servicing and
administration of the Mortgage Loans subject to the terms of the PSA; and


 


WHEREAS,
the Trustee has been requested by the Special Servicer pursuant to Section 3.0l(b) of
the PSA to grant this Limited
Power of Attorney to the Special Servicer to enable the Special Servicer to execute and deliver, on behalf of the Trustee, certain
documents and instruments related to the
Mortgage Loans thereby empowering
the Special Servicer to take such actions as it deems necessary to comply with its servicing, administrative and management duties
under and in accordance with
the PSA.


 


NOW,
THEREFORE, KNOW ALL BY THESE PRESENTS:


 






    Exhibit R-2-1


     


    

 


Wells
Fargo Bank, National Association, a nationally chartered banking association,
not in its individual or banking capacity, but solely
in its capacity as Trustee for the registered holders
of the above referenced Trust
under the PSA, does make, constitute and appoint Midland Loan Services, a division of PNC Bank, National Association,
with principal corporate
offices at 10851 Mastin Street, Suite 700, Overland Park, Kansas 66210, as Special Servicer,
by and through its designated
officers, as the Trustee’s true and lawful attorney-in-fact with respect to
the Mortgage
Loans and each mortgaged property and related collateral (the “Mortgaged Property”) held by the Trustee to
secure the obligations of the Mortgage Loans in its capacity as Trustee, and in
Trustee’s
name, place and stead, to prepare, complete, execute, deliver,
record and file on behalf of
the registered holders and the Trustee, and in any event in accordance with the terms of the PSA; (i) customary consents or waivers
and other instruments and documents including, without
limitation, estoppel certificates, financing statements, continuation statements,
title endorsements and
reports and other documents and instruments necessary to preserve and maintain the validity, enforceability, perfection and priority
of the lien on the Mortgaged Property; (ii) to consent to assignments and assumptions or substitutions, and transfers
of interest of the Mortgagors, in each case subject to and in accordance with the terms of the Mortgage Loan and subject to the
provisions of the PSA; (iii) to collect any insurance proceeds, condemnation proceeds
and liquidation proceeds in accordance with the terms of the Mortgage Loan;
(iv) to consent to any subordinate financing to be secured by any Mortgaged Property to the extent that such consent is required
pursuant to the terms of the Mortgage Loan or which otherwise is
required
under the PSA; (v) to
consent to the application of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged
Property or to repayment of the Mortgage
Loans or otherwise, in each case in accordance with the terms of the Mortgage Loans; (vi) to execute any and all instruments necessary
or appropriate for judicial or nonjudicial foreclosure of, the taking of a deed in lieu of foreclosure with respect to, or the
conversion of title to any Mortgaged Property securing a Mortgage Loan owned by the Trustee and serviced by the Special Servicer
for the Trustee, and, consistent with the authority granted by the PSA, to take any and all actions on behalf of the Trustee in
connection with maintaining and defending the enforceability of such Mortgage Loan obligation and the collection thereof including,
without limitation, the execution of any and all instruments necessary or appropriate in defense of and for the collection and
enforcement of
said
Mortgage Loan obligation in accordance with the terms of the PSA; (vii) to
execute and deliver documents
relating to the management, operation,
maintenance, repair, leasing and marketing of the Mortgaged Properties, including agreements and requests by the Mortgagors with
respect to modifications
of the management of the Mortgaged Properties or the replacement of managers; (viii)
to exercise all rights, powers and privileges granted or provided to the holder
of the
Mortgage Loan under their respective terms including all rights of approval and consent thereunder;
(ix) to enter into lease
subordination agreements, non-disturbance and attornment agreements or other leasing or rental arrangements which may be requested
by the Mortgagors or their tenants in accordance with the terms of the Mortgage Loan; (x) to join the Mortgagor in granting, modifying
or releasing
any easements, covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the
Mortgaged Properties to the extent such does not adversely affect the value
of the Mortgaged Property; (xi) to execute and deliver, on


 






    Exhibit R-2-2


     


    

 


behalf of the Trustee, any and all instruments of
satisfaction or cancellation,
or of partial or full release or discharge and all other comparable instruments, with respect to the Mortgage Loans and the Mortgaged
Property; (xii) to draw upon, replace, substitute, release or amend any letters of credit standing as collateral under the Mortgage
Loans; and (xiii) to apply amounts in the various escrow accounts set up under the Mortgage Loans pursuant to the terms provided
for therein.


 


ARTICLE
I


 


The
enumeration of particular powers
hereinabove is not intended in
any way to limit
the grant to the Special Servicer as the Trustee’s attorney-in-fact of full power and authority with respect to the Mortgage
Loans consistent with the PSA to execute and deliver any
such documents, instrument or
other writing, as fully, to all intents and purposes, as the Trustee might or
could do if personally present,
hereby ratifying and confirming whatsoever such attorney-in-fact shall and may do by virtue hereof; and the Trustee agrees and
represents to those dealing with such attorney-in-fact that they may rely upon this limited power of attorney until termination
of the limited power of attorney
under the provisions of Article III below. As between and among the Trustee, the registered holders, the Trust, and the Special
Servicer, the Special Servicer may not exercise any right, authority or power granted by this instrument in a manner which would
violate the terms of the PSA or the servicing standard imposed on the Special Servicer by the PSA, but any and all third parties
dealing with
the Special Servicer as the Trustee’s attorney-in-fact may rely completely, unconditionally and conclusively on the Special
Servicer’s authority and need not make inquiry about whether the Special Servicer is acting pursuant to the PSA or such
standard. Any purchaser, title company, recorder’s office or other third party may rely upon a written statement by the
Special Servicer that any particular loan or property in question and the release thereof is subject to and included under this
power of attorney and the PSA.


 


ARTICLE
II


 


Any
act or thing lawfully done by the Special Servicer, and otherwise
authorized under this Limited
Power of Attorney, shall be binding on the Trustee and the Trustee’s successors and assigns.


 


ARTICLE
III


 


This
Limited Power of Attorney shall continue in full force and effect until the earliest occurrence of any of the following events,
unless sooner revoked in writing by the Trustee:


 


		(i)	the
                                         suspension or termination of this Limited Power of Attorney by the Trustee;



 


		(ii)	the
transfer of servicing under the PSA from the Special Servicer to



 






    Exhibit R-2-3


     


    

 


another
Special Servicer;


 


		(iii)	the
                                         termination, resignation or removal of the Trustee as trustee
                                         of
                                         such Trust;



 


		(iv)	the
                                         appointment of a receiver or conservator with respect to the business of
                                         the
                                         Special Servicer;



 


		(v)	the
                                         filing of a voluntary or involuntary petition in
                                         bankruptcy
                                         by or against the Special Servicer;



 


		(vi)	the
                                         termination of the PSA; or



 


		(vii)	the
                                         termination of the Special Servicer.



 


Nothing
herein shall be deemed to amend or modify the PSA or the respective rights, duties or
obligations of the Trustee, or
the Special Servicer thereunder, and nothing herein shall constitute a waiver of any rights or remedies thereunder.


 


[SIGNATURE
ON FOLLOWING PAGE]


 






    Exhibit R-2-4


     


    




 


IN
WITNESS WHEREOF, the Trustee has caused this instrument to be executed and its corporate seal to be affixed hereto by its officer
duly authorized as of the ___ day of _________________. 





	 	 	 	 	 
	 	Wells
Fargo, National Association, as Trustee for the benefit of the registered holders of Benchmark Trust 2020-IG1, Commercial Mortgage
Pass-Through Certificates, Series 2020-IG1

	 	 
	 	By:	 
	 	 
	 	Name:	 
	 	 
	 	Title:	 


 






    Exhibit R-2-5


     


    

 


ATTEST:


 


_________________________________________



 


 


_________________________________________


Witness


 


_________________________________________


Witness


 




	STATE
OF MARYLAND	)
	 	) SS.
	COUNTY
OF HOWARD	)





  


On
this __ day of ________________________, before me personally appeared _________________________ to me personally known, who,
being by me duly sworn, did acknowledge and say that s/he is the _______________________ of Wells Fargo Bank, National Association,
a nationally chartered banking association, and acknowledged to me that s/he executed the foregoing instrument on behalf of Wells
Fargo Bank, National Association, as Trustee, for the benefit of the registered holders of Benchmark Trust 2020-IG1 Commercial
Mortgage Pass-Through Certificates, Series 2020-IG1.


 





	 	 
	 	Notary Public
	 	 
	 	My commission expires: _______________


 






    Exhibit R-2-6


     


    

 


EXHIBIT
S


 


INITIAL
COMPANION HOLDERS


 





	Loan	Companion Holder
	1501 Broadway	
         

        Notes A-1, A-3, A-4 and A-5:

        JPMorgan Chase Bank, National Association

         

        Notice Address:

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: Kunal K. Singh

         

        and

         

        JPMorgan Chase Bank, National Association

        383 Madison Avenue, 32nd Floor

        New York, New York 10179

        Email: US_CMBS_Notice@jpmorgan.com

        Attention: SPG Legal

         

        with a copy to:

         

        Cadwalader, Wickersham & Taft LLP

        227 West Trade Street

        Charlotte, NC 28202

        Attention: David Burkholder

        Facsimile No.: (704) 348-5309





 






    Exhibit S-1


     


    

 


EXHIBIT
T


 


FORM OF NOTICE RELATING TO THE NON-SERVICED MORTGAGE LOANS


 


[Date] 


 


[For
BANK 2020-BNK25 1633 broadway mortgage loan, Bellagio HOTEL AND CASINO MORTGAGE LOAN,
KINGS PLAZA MORTGAGE LOAN & 55 HUDSON YARDS MORTGAGE LOAN, 560 MISSION STREET MORTGAGE LOAN: 


For
CGCMT 2019-C7: 805 THIRD AVENUE MORTGAGE LOAN & 650 MADISON AVENUE MORTGAGE LOAN: 


For
BANK 2019-BNK24: 55 HUDSON YARDS MORTGAGE LOAN: 


For
Hudson Yards 2019-55HY: 55 HUDSON YARDS MORTGAGE LOAN:


 


Wells
Fargo Bank, National Association

Commercial Mortgage Servicing 


Three
Wells Fargo

401 South Tryon Street, 8th Floor

MAC D1050-084

Charlotte, North Carolina 28202 


Attention:
[BANK 2020-BNK25][CGCMT 2019-C7][BANK 2019-BNK24][Hudson Yards 2019-55HY] Asset Manager

Facsimile number: (704) 715-0036

Email: commercial.servicing@wellsfargo.com


 


with
a copy to:


 


K&L
Gates LLP 


Hearst
Tower 


214
North Tryon Street 


Charlotte,
North Carolina 28202 


Attention:
Stacy G. Ackermann 


Reference:
BANK 2020-BNK25]


 


[For
BMARK 2020-B16: 1633 BROADWAY MORTGAGE LOAN, BELLAGIO HOTEL AND CASINO MORTGAGE LOAN, KINGS PLAZA MORTGAGE LOAN, 181 WEST MADISON
MORTGAGE LOAN, 560 MISSION STREET MORTGAGE LOAN, STARWOOD INDUSTRIAL PORTFOLIO MORTGAGE LOAN & 650 MADISON AVENUE MORTGAGE
LOAN: 


For
GSMS 2020-GC45: 1633 BROADWAY MORTGAGE LOAN, BELLAGIO HOTEL AND CASINO MORTGAGE LOAN, SOUTHCENTER MALL MORTGAGE LOAN, PARKMERCED
MORTGAGE LOAN, 560 MISSION STREET MORTGAGE LOAN, STARWOOD INDUSTRIAL PORTFOLIO MORTGAGE LOAN & 650 MADISON AVENUE MORTGAGE
LOAN:


 






    Exhibit T-1


     


    

 


For:
BBCMS 2020-C6: F5 TOWER MORTGAGE LOAN, BELLAGIO HOTEL AND CASINO MORTGAGE LOAN, KINGS PLAZA MORTGAGE LOAN & 650 MADISON AVENUE
MORTGAGE LOAN:


 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210 


Attention:
[BMARK 2020-B16][GSMS 2020-GC45][BBCMS 2020-C6] 


Facsimile:
(888) 706-3565 


 


with
a copy to:



Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Facsimile: (816) 412-9338

Email: kenda.tomes@stinson.com] 


 


[1633
BROADWAY MORTGAGE LOAN, BELLAGIO HOTEL AND CASINO MORTGAGE LOAN, 181 WEST MADISON MORTGAGE LOAN, PARKMERCED MORTGAGE LOAN &
650 MADISON AVENUE MORTGAGE LOAN: 


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Fax number: (877) 379-1625

Email: michael_a_tilden@keybank.com 


 


with
copies to:



Polsinelli

900 West 48th Place, Suite 900

Kansas City, Missouri 64112

Attention: Kraig Kohring

E-mail: kkohring@polsinelli.com] 


 


[INSERT
ADDRESS OF THE 1501 BROADWAY NON-SERVICED MASTER SERVICER]


 


VIA
FACSIMILE


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1 



 






    Exhibit T-2


     


    

 


Dear
[__________]:


 


[Midland
Loan Services, a Division of PNC Bank, National Association] [Wells Fargo Bank, National Association][KeyBank National Association],
is the master servicer (the “Non-Serviced Master Servicer”) for Whole Loan[s] secured by the [Mortgaged Propert[y][ies]][portfolio
of Mortgaged Properties] identified as [1633 Broadway][F5 Tower][Bellagio Hotel and Casino][Kings Plaza][805 Third Avenue][55
Hudson Yards][Southcenter Mall][181 West Madison][Parkmerced][560 Mission Street][Starwood Industrial Portfolio][650 Madison Avenue](the
“Subject Whole Loan[s]”) on the Mortgage Loan Schedule, as such term is defined under the Pooling and Servicing
Agreement, dated as of February 1, 2020 (the “2020-IG1 Pooling and Servicing Agreement”) between J.P. Morgan
Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master servicer (the “2020-IG1 Master Servicer”) and as Special Servicer, Wells Fargo Bank, National Association,
as certificate administrator (in such capacity, the “Certificate Administrator”) and as trustee (in such capacity,
the “Trustee”), and Park Bridge Lender Services LLC, as Asset Representations Reviewer. The Certificate Administrator
hereby directs the Non-Serviced Master Servicer, as follows:


 


The
Non-Serviced Master Servicer shall remit to the 2020-IG1 Master Servicer all amounts payable to, and forward, deliver or otherwise
make available, as the case may be, to the 2020-IG1 Master Servicer all reports, statements, documents, communications, and other
information that are to be forwarded, delivered or otherwise made available to, the holder of the Subject Whole Loan[s].


 


The
Subject Whole Loan [is][is not] a Significant Obligor (as such term is defined in the 2020-IG1 Pooling and Servicing Agreement)
under the 2020-IG1 Pooling and Servicing Agreement.


 


Thank
you for your attention to this matter. 


 


Date: _________________________


 


 


	 	


Wells
Fargo Bank, National Association, as Certificate Administrator for the Holders of the Benchmark 2020-IG1 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2020-IG1


	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]





 






    Exhibit T-3


     


    

 


EXHIBIT
U


 


FORM OF NOTICE AND CERTIFICATION

REGARDING DEFEASANCE OF MORTGAGE LOAN


 


To:  


	Fitch
Ratings, Inc. 

        300
West 57th Street 

        New
York, NY 10019 

        Attention:
Commercial Mortgage Surveillance Group

Facsimile No.: (212) 635-0295

E-mail: info.cmbs@fitchratings.com
	Kroll Bond
    Rating Agency, Inc. 

    845 Third Avenue

    New York, New York 10022

    Email: cmbssurveillance@krollbondratings.com


 


	From:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, in its capacity as Master
                                         Servicer under the Pooling and Servicing Agreement dated as of February 1, 2020 (the
                                         “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
                                         Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
                                         National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
                                         LLC, as Asset Representations Reviewer.



 


		Date:	_________,
                                         20___



 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1

                                         

                                         Mortgage Loan (the “Mortgage Loan”) identified by loan number _____
                                         [and loan number [_______]] on the Mortgage Loan Schedule attached to the Pooling and
                                         Servicing Agreement and heretofore secured by the Mortgaged Properties identified on
                                         the Mortgage Loan Schedule by the following names:____________________

                                                  ____________________



 


Reference
is made to the Pooling and Servicing Agreement described above. Capitalized terms used but not defined herein have the meanings
assigned to such terms in the Pooling and Servicing Agreement.


 


As
Servicer under the Pooling and Servicing Agreement, we hereby:


 


(a)       Notify
you that the Mortgagor has consummated a defeasance of the Mortgage Loan pursuant to the terms of the Mortgage Loan, of the type
checked below:


 






    Exhibit U-1


     


    

 


____ a
full defeasance of the entire principal balance of the Mortgage Loan; or


 


____ a
partial defeasance of a portion of the principal balance of the Mortgage Loan that represents and, an allocated loan amount of
$____________ or _______% of the entire principal balance of the Mortgage Loan;


 


(b)       Certify
that each of the following is true, subject to those exceptions set forth with explanatory notes on Exhibit A hereto, which
exceptions the Master Servicer has determined, consistent with the Servicing Standards, will have no material adverse effect on
the Mortgage Loan or the defeasance transaction:


 


(i)        The
Mortgage Loan documents permit the defeasance, and the terms and conditions for defeasance specified therein were satisfied in
all material respects in completing the defeasance.


 


(ii)       The
defeasance was consummated on __________, 20__.


 


(iii)      The
defeasance collateral consists of securities that (i) constitute “government securities” as defined in Section 2(a)(16)
of the Investment Company Act of 1940 as amended (15 U.S.C. 80A1), (ii) are listed as “Qualified Investments for ‘AAA’
Financings” under Paragraphs 1, 2 or 3 of “Cash Flow Approach” in Standard & Poor’s Public Finance
Criteria 2000, as amended to the date of the defeasance, (iii) if they include a principal obligation, the principal due at maturity
cannot vary or change, and (iv) are not subject to prepayment, call or early redemption.


 


(iv)     The
Master Servicer received an opinion of counsel (from counsel approved by the Servicer in accordance with the Servicing Standard)
that the defeasance will not result in an Adverse REMIC Event.


 


(v)      The
Master Servicer determined that the defeasance collateral will be owned by an entity (the “Defeasance Obligor”)
that is a Single-Purpose Entity (as defined in Standard & Poor’s Structured Finance Ratings Real Estate Finance Criteria,
as amended to the date of the defeasance (the “S&P Criteria”)) or is subject to restrictions in its organizational
documents substantially similar to those contained in the organization documents of the original Borrower with respect to bankruptcy
remoteness and single purpose as of the date of the defeasance, and after the defeasance owns no assets other than the defeasance
collateral and real property securing Mortgage Loans included in the pool.


 


(vi)      The
defeasance documents require the crediting of the defeasance collateral to an Eligible Account (as defined in the S&P Criteria)
in the name of the Trustee on behalf of the Trust, which account is maintained as a securities account by a securities intermediary
and has been pledged to the Trustee on behalf of the Trust.


 


(vii)     The
agreements executed in connection with the defeasance (i) grant control of the pledged securities account to Trustee on behalf
of the Trust, (ii) require the securities intermediary to make the scheduled payments on the Mortgage Loan from the proceeds of
the defeasance collateral directly to the Master Servicer’s collection account


 






    Exhibit U-2


     


    

 


in the amounts and on the dates specified
in the Mortgage Loan documents or, in a partial defeasance, the portion of such scheduled payments attributed to the allocated
loan amount for the real property defeased, increased by any defeasance premium specified in the Mortgage Loan documents (the
“Scheduled Payments”), (iii) permit reinvestment of proceeds of the defeasance collateral only in Permitted
Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing the defeasance), (iv)
permit release of surplus defeasance collateral and earnings on reinvestment from the pledged securities account only after the
Mortgage Loan has been paid in full, if any such release is permitted, (v) prohibit transfers by the Defeasance Obligor of the
defeasance collateral and subordinate liens against the defeasance collateral, and (vi) provide for payment from sources other
than the defeasance collateral or other assets of the Defeasance Obligor of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor.


 


(viii)    The
Master Servicer received written confirmation from a firm of independent certified public accountants, who were approved by the
Master Servicer in accordance with the Servicing Standard stating that (i) revenues from the defeasance collateral (without taking
into account any earnings on reinvestment of such revenues) will be sufficient to timely pay each of the Scheduled Payments after
the defeasance including the payment in full of the Mortgage Loan (or the allocated portion thereof in connection with a partial
defeasance) on its Maturity Date, (ii) the revenues received in any month from the defeasance collateral will be applied to make
Scheduled Payments within four (4) months after the date of receipt, and (iii) interest income from the defeasance collateral
to the Defeasance Obligor in any calendar or fiscal year will not exceed such Defeasance Obligor’s interest expense for
the Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year.


 


(ix)      The
Mortgage Loan is not among the ten (10) largest loans in the pool as of the date of the Current Report (as defined below). The
entire principal balance of the Mortgage Loan as of the date of defeasance was less than both $[______] and five percent of pool
balance, which is less than [__]% of the aggregate Certificate Balance of the Certificates as of the date of the most recent Distribution
Date Statement received by us (the “Current Report”).


 


(x)       The
Master Servicer has received opinions of counsel stating that the Trustee on behalf of the Trust possesses a valid, perfected
first priority security interest in the defeasance collateral and that the documents executed in connection with the defeasance
are enforceable in accordance with their respective terms.


 


(c)       Certify
that Exhibit B hereto is a list of the material agreements, instruments, organizational documents for the Defeasance Obligor,
and opinions of counsel and independent accountants executed and delivered in connection with the defeasance.


 


(d)       Certify
that the individual under whose hand the Master Servicer has caused this Notice and Certification to be executed did constitute
a Servicing Officer as of the date of the defeasance described above.


 






    Exhibit U-3


     


    

 


(e)       Agree
to provide copies of all items listed in Exhibit B to you upon request.


 






    Exhibit U-4


     


    

 


IN
WITNESS WHEREOF, the Master Servicer has caused this Notice and Certification to be executed as of the date captioned above.


 





	 	[____________]
	 	 	
	 	By:	 
	 	 	Name:
	 	 	Title:



 






    Exhibit U-5


     


    

 


EXHIBIT
V


 


[RESERVED]


 






    Exhibit V-1


     


    

 


EXHIBIT
W


 


[RESERVED]


 






    Exhibit W-1


     


    

 


EXHIBIT
X


 


Form
of CONFIDENTIALITY Agreement 


 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street 


Building
82, Suite 300 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Telecopy
number: 1-888-706-3565

Email: NoticeAdmin@midlandls.com


 


Midland
Loan Services, a Division of PNC Bank, National Association 


10851
Mastin Street 


Building
82, Suite 300 


Overland
Park, Kansas 66210 


Attention:
Executive Vice President – Division Head 


Telecopy
number: 1-888-706-3565 


Email:
NoticeAdmin@midlandls.com


 


		Re:	Access
                                         to Certain Information Regarding Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage
                                         Pass-Through Certificates, Series 2020-IG1 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to that certain Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer. Defined terms
used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.


 


Midland
Loan Services, a Division of PNC Bank, National Association (“Midland”) understands that [____] (the “Company”)
is requesting certain confidential or non-public information relating to the Mortgage Loans to which the Company has continuing
rights as a Certificateholder. The Company is requesting such information for the purpose of analyzing asset performance and evaluating
any continuing rights the Company may have under the Trust (the “Permitted Purpose”). The Company agrees that
the Permitted Purpose shall not include the use or disclosure of the Confidential Information (as defined below) in any manner
that violates any applicable law, the Pooling and Servicing Agreement or the related mortgage loan documents.


 


Midland
will provide the Company with certain confidential, non-public servicing information (the “Confidential Information”)
pertaining to the Mortgage Loans and the related Mortgaged Properties and borrowers. The Company acknowledges that the Confidential
Information (a) includes or may be based upon information provided to Midland by third parties, (b) may not


 






    Exhibit X-1


     


    

 





[_____] [__], 20[__]


Page 2


 


have been verified
by Midland, and (c) may be incomplete or contain inaccuracies. The Company agrees that Midland, the [“Master Servicer”/”Special
Servicer”] (as defined in the Pooling and Servicing Agreement) and its respective Representatives (as defined below)
shall not have any liability to the Company or its Representatives resulting from (x) any inaccuracies or omissions in the Confidential
Information, (y) any use of the Confidential Information, or (z) Midland’s failure or inability to provide the Confidential
Information to the Company for any reason. Notwithstanding the foregoing, the following will not constitute “Confidential
Information” for purposes of this letter agreement: (a) information that was already in Company’s possession prior
to its receipt from Midland; (b) information that is obtained by Company from a third person who, insofar as is known to Company,
is not prohibited from transmitting the information to Company by a contractual, legal or fiduciary obligation to Midland; (c)
information that is or becomes publicly available through no fault of Company; and (d) information that is independently developed
by Company. The term “Representatives” with respect to any entity shall mean the officers, directors, general partners,
employees, agents, affiliates, auditors and legal counsel (which may be internal counsel) of that entity.


 


The
Company may have access to the Confidential Information through (at Midland’s election): (i) responses to reasonable written
inquiries received from the Company, (ii) conference calls conducted on a reasonably scheduled basis with Midland’s surveillance
group, or (iii) direct on-line access (read-only capacity) to the information available on the applicable [____] system or any
successor or replacement system (“System”). Midland may cease or defer providing the Company with Confidential
Information in the event that (a) the Company or its Representatives violate any provision hereof, or (b) Midland determines (in
its sole discretion) that such termination is necessary for any reason, including its determination that such action is required
pursuant to the terms of the Pooling and Servicing Agreement, the related Mortgage Loan documents, or any applicable law. Midland
shall cease to provide the Company with Confidential Information if Midland has actual knowledge that the Company or its Representatives
are affiliates of any borrower under the Mortgage Loan documents and Midland determines that the provision, notice or access to
such Confidential Information would violate the accepted servicing practices or servicing standards as defined in the Pooling
and Servicing Agreement. The Company’s obligations and the restrictions applicable to the protection of the Confidential
Information hereunder shall survive the termination of the Company’s access to the Confidential Information. Midland’s
remedies hereunder, at law or at equity, are cumulative and may be combined.


 


The
Company agrees that it will not, and it shall not permit its Representatives, to disclose the Confidential Information in any
manner whatsoever to any other person or entity, other than its Representatives (but only to the extent necessary to accomplish
the Permitted Purpose) who have a need to know the information, or as otherwise required by applicable law, court order or any
governmental agency or regulator. The Company acknowledges (i) its obligations under the U.S. federal securities laws, and (ii)
that any disclosure of the Confidential Information by it or its Representatives for any purpose other than a Permitted Purpose,
in addition to being a breach of this letter agreement, may constitute a violation of federal and state securities laws. The Company
will take reasonable measures to ensure that each Representative is advised of this letter agreement and agrees to keep the Confidential
Information confidential. The Company shall be liable for any breach of this letter agreement by its Representatives. Notwithstanding
the foregoing, the Company may subsequently provide all or any part of such Confidential


 






    Exhibit X-2


     


    

 





[_____] [__], 20[__]


Page 3


 



Information to any other person or entity
that holds or is contemplating the purchase of any Certificate or interest therein, but only if such person or entity confirms
such ownership interest or prospective ownership interest and provided that, prior to the delivery of such Confidential
Information, such persons shall have executed and delivered to the Company an agreement that is substantially similar in form
and substance to this agreement.


 


This
letter agreement shall be governed by and construed in accordance with the laws of the State of New York without the application
of conflict of laws principles. Anything herein to the contrary notwithstanding, Midland intends at all times to comply with the
terms and provisions of the Pooling and Servicing Agreement and nothing in this letter agreement should be construed to limit
or qualify any of Midland’s rights or obligations under the Pooling and Servicing Agreement. This letter agreement may be
executed in counterparts and by facsimile/Portable Document Format (PDF); each such counterpart shall be deemed to be an original
instrument, and all such counterparts together shall constitute one agreement.


 


This
agreement shall terminate with respect to the information received by the Company one year after the Company receives such information
or ceases to be a Certificateholder. Company agrees that this letter agreement supersedes and replaces and survives any click-through
agreement regarding confidentiality of Confidential Information agreed to in connection with accessing the System whether agreed
to in accessing the System before or after signing this letter agreement.


 






    Exhibit X-3


     


    

 


Please
have an authorized signatory countersign in the space provided below to indicate the Company’s confirmation of, and agreement
to, the matters set forth herein.


 





	 	Very truly yours,
	 	 	 
	 	[MIDLAND
LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:]


 


CONFIRMED
AND AGREED TO:


 


[COMPANY
NAME]


 





	 	 	 
	By: 	 	 
	 	Name:

    Title:	 


 






    Exhibit X-4


     


    

 


EXHIBIT
Y


 


FORM CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATION


 


I,
[identifying the certifying individual], the President and Chief Executive Officer of J.P. Morgan Chase Commercial Mortgage Securities
Corp., the depositor into the above-referenced Trust, certify that:


 


1.       I
have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed in respect of the period covered by
this report on Form 10-K, of the Benchmark 2020-IG1 Mortgage Trust (the “Exchange Act periodic reports”);


 


2.       Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.       Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.       Based
on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements
in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:


 


(A)
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank,
National Association, as Certificate Administrator, Custodian and Trustee, and Park Bridge Lender Services LLC, as Asset Representations
Reviewer;


 


(B)
KeyBank National Association, as Primary Servicer for the 1633 Broadway Mortgage Loan, Situs Holdings, LLC, as Special Servicer
for the 1633 Broadway Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator, Custodian and


 






    Exhibit Y-1


     


    

 


Trustee
for the 1633 Broadway Mortgage Loan, and Pentalpha Surveillance LLC, as Operating Advisor for the 1633 Broadway Mortgage Loan;


 


(C)
Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer and as Special Servicer for the F5 Tower
Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator, Custodian and Trustee for the F5 Tower Mortgage
Loan, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer for the F5 Tower Mortgage Loan;


 


(D)
KeyBank National Association, as Primary Servicer for the Bellagio Hotel and Casino Mortgage Loan, Situs Holdings, LLC, as Special
Servicer for the Bellagio Hotel and Casino Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator,
Custodian and Trustee for the Bellagio Hotel and Casino Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor
for the Bellagio Hotel and Casino Mortgage Loan;


 


(E)
Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the Kings Plaza Mortgage Loan, KeyBank
National Association, as Special Servicer for the Kings Plaza Mortgage Loan, Wells Fargo Bank, National Association, as Certificate
Administrator, Custodian and Trustee for the Kings Plaza Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor
and as Asset Representations Reviewer for the Kings Plaza Mortgage Loan;


 


(F)
[PRIOR TO THE RELATED SERVICING SHIFT SECURITIZATION DATE: Midland Loan Services, a Division of PNC Bank, National Association,
as Primary Servicer for the 1501 Broadway Mortgage Loan, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer for the 1501 Broadway Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator,
Custodian and Trustee for the 1501 Broadway Mortgage Loan, and Park Bridge Lender Services LLC, as Asset Representations Reviewer
for the 1501 Broadway Mortgage Loan;][AFTER THE RELATED SERVICING SHIFT SECURITIZATION DATE: [__], as Master Servicer for the
1501 Broadway Mortgage Loan, [__], as Special Servicer for the 1501 Broadway Mortgage Loan, [__], as Trustee for the 1501 Broadway
Mortgage Loan, [__], as Certificate Administrator and Custodian for the 1501 Broadway Mortgage Loan, and [__], as Operating Advisor
and as Asset Representations Reviewer for the 1501 Broadway Mortgage Loan.];


 


(G)
Wells Fargo Bank, National Association, as Primary Servicer for the 805 Third Avenue Mortgage Loan, LNR Partners, LLC, as Special
Servicer for the 805 Third Avenue Mortgage Loan, Citibank, N.A., as Certificate Administrator and Custodian for the 805 Third
Avenue Mortgage Loan, Wilmington Trust, National Association, as Trustee for the 805 Third Avenue Mortgage Loan, and Pentalpha
Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer for the 805 Third Avenue Mortgage Loan;


 


(H)
Wells Fargo Bank, National Association, as Primary Servicer for the 55 Hudson Yards Mortgage Loan, CWCapital Asset Management,
LLC, as Special Servicer for the 55 Hudson Yards Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator
and Custodian for the 55 Hudson Yards Mortgage Loan and Wilmington Trust, National Association, as Trustee for the 55 Hudson Yards
Mortgage Loan;


 






    Exhibit Y-2


     


    

 


(I)
Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the Southcenter Mall Mortgage Loan,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer for the Southcenter Mall Mortgage Loan,
Wells Fargo Bank, National Association, as Certificate Administrator, Custodian and Trustee for the Southcenter Mall Mortgage
Loan, and Pentalpha Surveillance LLC, as Operating Advisor and Asset Representations Reviewer for the Southcenter Mall Mortgage
Loan;


 


(J)
KeyBank National Association, as Primary Servicer for the 181 West Madison Mortgage Loan, Situs Holdings LLC, as Special Servicer
for the 181 West Madison Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator, Custodian and Trustee
for the 181 West Madison Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the 181 West Madison Mortgage
Loan;


 


(K)
KeyBank National Association, as Primary Servicer for the Parkmerced Mortgage Loan, KeyBank National Association, as Special Servicer
for the Parkmerced Mortgage Loan, Wells Fargo Bank, National Association, as Certificate Administrator, Custodian and Trustee
for the Parkmerced Mortgage Loan, and Park Bridge Lender Services LLC, as Operating Advisor for the Parkmerced Mortgage Loan;


 


(L)
Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the 560 Mission Street Mortgage Loan,
KeyBank National Association, as Special Servicer for the 560 Mission Street Mortgage Loan, Wells Fargo Bank, National Association,
as Certificate Administrator, Custodian and Trustee for the 560 Mission Street Mortgage Loan, and Park Bridge Lender Services
LLC, as Operating Advisor and as Asset Representations Reviewer for the 560 Mission Street Mortgage Loan;


 


(M)
Midland Loan Services, a Division of PNC Bank, National Association, as Primary Servicer for the Starwood Industrial Portfolio
Mortgage Loan, CWCapital Asset Management LLC, as Special Servicer for the Starwood Industrial Portfolio Mortgage Loan, Wells
Fargo Bank, National Association, as Certificate Administrator, Custodian and Trustee for the Starwood Industrial Portfolio Mortgage
Loan, and Pentalpha Surveillance LLC, as Operating Advisor and as Asset Representations Reviewer for the Starwood Industrial Portfolio;
and


 


(N)
KeyBank National Association, as Primary Servicer for the 650 Madison Avenue Mortgage Loan, LNR Partners, LLC, as Special Servicer
for the 650 Madison Avenue Mortgage Loan, Citibank, N.A., as Certificate Administrator and Custodian for the 650 Madison Avenue
Mortgage Loan, and Wilmington Trust, National Association, as Trustee for the 650 Madison Avenue Mortgage Loan, and Park Bridge
Lender Services LLC;


 






    Exhibit Y-3


     


    




 



	Date:	 	 



 

 



President and Chief Executive Officer

J.P. Morgan Chase Commercial Mortgage Securities Corp.

(Senior officer in charge of the securitization of the depositor)


 






    Exhibit Y-4


     


    

 


EXHIBIT
Z-1


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2020 (the
                                         “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
                                         Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
                                         National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
                                         LLC, as Asset Representations Reviewer. 



 


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 Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, 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 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 Pooling 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 custodian,
the master servicer and the special servicer under the Pooling 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 Pooling 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 XI of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and


 






    Exhibit Z-1-1


     


    

 


except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling 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 Pooling and Servicing Agreement.


 


Dated:
____________________________


 





	 		 
	 	 	Name:
	 	 	Title:


 






    Exhibit Z-1-2


     


    

 


EXHIBIT
Z-2


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY MASTER SERVICER


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2020 (the
                                         “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
                                         Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
                                         National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
                                         LLC, as Asset Representations Reviewer. 



 


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 Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, 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
Master Servicer in accordance with the Pooling 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 Master Servicer
in accordance with the Pooling 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 Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Master 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 each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information
required to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the
period covered by the Form 10-K is included in the Master Servicer Periodic Information;


 






    Exhibit Z-2-1


     


    

 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer under
the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master Servicer
compliance statement required to be delivered under Article XI of the Pooling and Servicing Agreement for inclusion in the Form
10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master Servicer
has fulfilled its obligations under the Pooling 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 Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master Servicer
or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
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 Pooling 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 Master Servicer responsible for reviewing the activities performed by
the Master Servicer under the Pooling and Servicing Agreement. 


 


Dated:
____________________________


 





	 		 
	 	 	Name:
	 	 	Title:


 






    Exhibit Z-2-2


     


    

 


EXHIBIT
Z-3


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY SPECIAL SERVICER


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2020 (the
                                         “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
                                         Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
                                         National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
                                         LLC, as Asset Representations Reviewer. 



 


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 Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, 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
Special Servicer in accordance with the Pooling 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 Pooling 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 Pooling 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;


 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Pooling 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 XI of the Pooling 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 Special Servicer Periodic Information, the Special Servicer
has fulfilled its obligations under the Pooling 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 Pooling
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 Pooling 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 Pooling and Servicing Agreement.


 


Dated:
____________________________


 





	 		 
	 	 	Name:
	 	 	Title:


 






    Exhibit Z-3-2


     


    

 


EXHIBIT
Z-4


 


Form of Certification to be Provided

to Depositor by Trustee


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2020 (the
                                         “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
                                         Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
                                         National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
                                         LLC, as Asset Representations Reviewer. 



 


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 Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, 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 officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Pooling 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 Pooling 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
(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 Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling 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 XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the


 






    Exhibit Z-4-1


     


    

 


Trustee Periodic Information, the Trustee has fulfilled its obligations
under the Pooling 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 Pooling 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 Pooling 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 Pooling and Servicing Agreement.


 


Dated:
____________________________


 





	 		 
	 	 	Name:
	 	 	Title:


 






    Exhibit Z-4-2


     


    

 


EXHIBIT
Z-5


 


[RESERVED]


 






    Exhibit Z-5-1


     


    

 


EXHIBIT
Z-6


 


Form of Certification to be Provided

to Depositor by CUSTODIAN


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2020 (the
                                         “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
                                         Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
                                         National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
                                         LLC, as Asset Representations Reviewer. 



 


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 Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, 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 officers under my supervision) have reviewed the information required to be provided by the Custodian in accordance with the
Pooling 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 Custodian in accordance with the Pooling 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 Custodian, collectively,
the “Custodian Periodic Information”);


 


2.       Based
on my knowledge, the Custodian 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 Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article XI of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the


 






    Exhibit Z-6-1


     


    

 


Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling 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 Custodian or
any Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their
related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling 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 Pooling 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 Custodian responsible for reviewing the activities performed by the Custodian
under the Pooling and Servicing Agreement.


 


Dated:
____________________________


 





	 		 
	 	 	Name:
	 	 	Title:


 






    Exhibit Z-6-2


     


    

 


EXHIBIT
Z-7


 


FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY ASSET REPRESENTATIONS REVIEWER


 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1,
                                         issued pursuant to the Pooling and Servicing Agreement dated as of February 1, 2020 (the
                                         “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial
                                         Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank,
                                         National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National
                                         Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
                                         LLC, as Asset Representations Reviewer. 



 


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 Pooling and Servicing Agreement) (i) in connection with the certification
concerning the Trust, 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 officers under my supervision) have reviewed the information required to be provided by the Asset Representations Reviewer
in accordance with the Pooling 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 Asset Representations Reviewer
in accordance with the Pooling 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 Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”); 


 


2.       Based
on my knowledge, the Asset Representations Reviewer 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; and 


 


3.       Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information.


 






    Exhibit Z-7-1


     


    

 


This
Certification is being signed by me as an officer of the Asset Representations Reviewer responsible for reviewing the activities
performed by the Asset Representations Reviewer under the Pooling and Servicing Agreement. 


 


Dated:
____________________________


 


 





	 		 
	 	 	Name:
	 	 	Title:


 






    Exhibit Z-7-2


     


    

 


EXHIBIT
AA


 


Servicing Criteria

to be Addressed in Assessment
of Compliance


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of
doubt, for purposes of this Exhibit AA, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall
include any Sub-Servicer engaged by a Master 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.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
        Servicer

        Special
        Servicer

        Custodian (as applicable)

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Trustee (as applicable)1
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer




 





 






1
Only to the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during
the applicable calendar year.


 






    Exhibit AA-1


     


    

 


	 	APPLICABLE Servicing Criteria
	applicable
    PARTY
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Certificate
        Administrator

        Master
        Servicer

        Special Servicer

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations 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.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	Certificate
    Administrator
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

    Master Servicer

    Special Servicer
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Certificate
    Administrator

    Master Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer



 






    Exhibit AA-2


     


    

 


	 	APPLICABLE Servicing Criteria
	applicable
    PARTY
	Reference	Criteria	 
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


 


At
all times that the Certificate Administrator and the Trustee are the same entity, the Trustee and Certificate Administrator may
provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 


At
all times that the Master Servicer and the Special Servicer are the same entity, the Master Servicer and the Special Servicer
may provide a combined assessment of compliance in respect of their combined responsibilities under Section 1122 of Regulation
AB.


 






    Exhibit AA-3


     


    

 

EXHIBIT
BB

 

ADDITIONAL
FORM 10-D DISCLOSURE

 

The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.04 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator (or the Master Servicer, to the extent specified in Section
11.04 of the Pooling and Servicing Agreement) any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself).  Each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other
than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice
to the contrary from the Depositor or a Mortgage Loan Seller.  Each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer (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 and to assume that no other party or property will constitute
a “significant obligor” after the Cut-off Date.  In no event shall the Master Servicer or the Special Servicer
be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Master Servicer
or the Special Servicer is not the Master Servicer or the Special Servicer, as the case may be.  For this Benchmark 2020-IG1
Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
(in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative
instruments within the meaning of Items 1114 or 1115 of Regulation AB.

 

	Item
                                         on Form 10-D

	Party
                                         Responsible


	Item 1A: 
                                         Asset-Level Information

●    
Item 1111(h) of Regulation AB

●    
Item 1125 of Regulation AB

	●     Each Mortgage Loan Seller (as to its Mortgage Loans for any period prior to the reporting
                                         period applicable to the first Form 10-D filed with respect to the Trust)

●     Master Servicer


	Item 1B: 
                                         Asset Representations Reviewer and Investor Communication:

●     Item 1121(d) of Regulation AB

●     Item 1121(e) of Regulation AB

	●     Certificate Administrator

●     Depositor

●     Asset Representations Reviewer




 



    Exhibit BB-1


     


    

 

	Item
                                         on Form 10-D

	Party
                                         Responsible


	Item
                                         2:  Legal Proceedings:

●     Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein
that are material to security holders)

	●     Master Servicer (as to itself)

●     Special Servicer (as to itself)

●     Certificate Administrator (as to itself)

●     Trustee (as to itself)

●     Depositor (as to itself)

●     Asset Representations Reviewer (as to itself)

●     Any other Reporting Servicer (as to itself)

●     Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal
control of the proceedings)

●     Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

●     Originators under Item 1110 of Regulation AB

●     Party under Item 1100(d)(1) of Regulation AB


	Item
                                         3:  Sale of Securities and Use of Proceeds



	●     Depositor


	Item
                                         4:  Defaults Upon Senior Securities



	●     Certificate Administrator


	Item
                                         5:  Submission of Matters to a Vote of Security Holders



	●     Certificate Administrator


	Item
                                         6:  Significant Obligors of Pool Assets:

●     Item 1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:


	●     Master Servicer (excluding information for which the Special Servicer is the “Party
                                         Responsible”)

●     Special Servicer (as to REO Properties)




 


    Exhibit BB-2


     


    
 

	Item
                                         on Form 10-D

	Party
                                         Responsible


	(a)
                                         information shall be required to be reported only with respect to a party or property
                                         (if any) identified as a “significant obligor” in the Prospectus;

(b)
the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the
related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower
(except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations
under Section 3.12(b) of this Agreement; provided, however, that for a significant obligor under item 1101(k)(2)
of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and, if such information
for a prior period was required but not previously reported, such information for such prior period; and

(c)
the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the Collection
Period in which the information was received or prepared by the “Party Responsible” as described in clause (b) above.

 

	 


	Item
                                         7:  Change in Sponsor Interest in the Securities:

●     
Item 1124 of Regulation AB

	●     Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation
                                         AB)


	Item
                                         8:  Significant Enhancement Provider Information:

●     
Item 1114(b)(2) and Item 1115(b) of Regulation AB


	●     Depositor




 



    Exhibit BB-3


     


    

 

	Item
                                         on Form 10-D

	Party
                                         Responsible


	 

	 


	Item
                                         9:  Other Information, but only to the extent of any information that meets all
                                         the following conditions:  (a) such information constitutes “Additional Form
                                         8-K Disclosure” pursuant to Exhibit DD, (b) such information is required
                                         to be reported as “Additional Form 8-K Disclosure” during the period to which
                                         the Form 10-D relates, and (c) such information was not previously reported as “Additional
                                         Form 8-K Disclosure”.

	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent that such party is the “Party Responsible” with respect
                                         to such information pursuant to Exhibit DD. 

●     Certificate Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale
Reserve Account as of the related Distribution Date and the preceding Distribution Date)

●     Master Servicer (with respect to the 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 11.04 of this 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
                                         10:  Exhibits (no. 3):

Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

	●     Depositor


	Item
                                         10:  Exhibits (no. 4):

With
respect to instruments defining the

	●     Certificate Administrator

●     Depositor





 



    Exhibit BB-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 

provided
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party.

	 
	Item
                                         10:  Exhibits (no. 10):

Material
contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent of any contract that satisfies all the following conditions: 
                                         (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
                                         Loans, and (b) such contract is a contract to which such party (or a subcontractor or
                                         vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
                                         engaged by such party) has caused to have been executed on behalf of the Trust.

	 
	Item
                                         10:  Exhibits (no. 22):

Published
Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the
party that is the “Party Responsible”  with respect to Item 5 above elects to publish a report containing the
information required by 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
                                         10:  Exhibits (no. 23):

Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
respect to material (in the Form 10-D) that is incorporated by reference in the

	●     Depositor

	 


 



    Exhibit BB-5


     


    

 

	Item
                                         on Form 10-D

	Party
                                         Responsible


	Depositor’s
                                         registration statement.

	 


	Item
                                         10:  Exhibits (no. 24)

Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

	●     Certificate Administrator


	Item
                                         10:  Exhibits (no. 99)

Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

	●     Not Applicable.


	Item
                                         10:  Exhibits (no. 100)

XBRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

	●     Not Applicable.


	Item
                                         10:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document
                                         that meets all the following conditions:  (a) such document constitutes “Additional
                                         Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document
                                         is required to be reported as “Additional Form 8-K Disclosure” during the
                                         period to which the Form 10-D relates, and (c) such document was not previously reported
                                         as “Additional Form 8-K Disclosure”.

	●     Certificate Administrator, Depositor and Trustee, in each case only to the extent
                                         that such party is the “Party Responsible” for the exhibit pursuant to Item
                                         9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or
                                         the Special Servicer constitutes a “Party Responsible” under Exhibit DD
                                         with respect to any exhibits to a Form 10-K); provided, in each case,
                                         that in the event any reportable agreement is executed by the Depositor and the Trustee
                                         or Certificate Administrator, then the Depositor shall be the responsible party for this
                                         Item 10.




 



    Exhibit BB-6


     


    

 

EXHIBIT
CC

 

ADDITIONAL
FORM 10-K DISCLOSURE

 

The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.05 of the Pooling and Servicing
Agreement to disclose to the Depositor and the Certificate Administrator any information described in the corresponding Form 10-K
Item described in the “Item on Form 10-K” column to the extent such party has knowledge (and in the case of net operating
income information, financial statements, annual operating statements, budgets and/or rent rolls required to be provided in connection
with 1112(b) below, possession) of such information (other than information as to itself).  Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy
of the Prospectus (other than information with respect to itself that is set forth in or omitted from the Prospectus), in the
absence of specific notice to the contrary from the Depositor or a Mortgage Loan Seller.  Each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (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 and to assume that no
other party or property will constitute a “significant obligor” after the Cut-off Date.  In no event shall the
Master Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to any
Mortgage Loan for which the Master Servicer or the Special Servicer is not the applicable Master Servicer or Special Servicer,
as the case may be.  For this Benchmark 2020-IG1 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is
no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation
AB.

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	Item
                                         1B:  Unresolved Staff Comments

 

	●     Depositor


	Item
                                         9B:  Other Information, but only to the extent of any information that meets all
                                         the following conditions:

(a)
such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit DD,

(b)
such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form
10-K relates, and

(c)
such information was not previously 

	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent that such party is the “Party Responsible” with respect
                                         to such information pursuant to Exhibit DD. 




 



    Exhibit CC-1


     


    

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	reported as “Additional Form 8-K Disclosure“
                                         or as “Additional Form 10-D Disclosure”

	 


	Item
                                         15:  Exhibits, Financial Statement Schedules (SEE BELOW)

	SEE
                                         BELOW


	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

●     Item 1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the Prospectus,
(ii) such information was not so set forth and (iii) the applicable Master Servicer has not previously reported such information
as “Additional Form 10-D Information”.


	●     The applicable Mortgage Loan Seller

 


	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

●     Item 1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the Prospectus and (ii) the applicable
Master Servicer has not previously reported such information or updated versions thereof as “Additional Form 10-D Information”.


	●     The Depositor


	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

●     Item 1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

(a)
information shall be required to be reported only with respect to a party or

	●     Master Servicer (excluding information for which the Special Servicer is the “Party
                                         Responsible”)

●     Special Servicer (as to REO Properties)




 



    Exhibit CC-2


     


    

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	property
                                         (if any) identified as a “significant obligor” in the Prospectus;

(b)
the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls of the
related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the related Borrower
(except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant to its obligations
under Section 3.12(b) of this Agreement; provided, however, that for a significant obligor described under item
1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal year and interim period is required and, if
such information for a prior period was required but not previously reported, such information for such prior period;
and

(c)
the information shall be reportable only to the extent that is has not previously been reported as “Additional Form 10-D
Information”.

	 


	Instruction
                                         J(2)(c) (Significant Enhancement Provider Information):

●     
Items 1114(b)(2) and 1115(b) of Regulation AB


	●     Depositor


	Instruction
                                         J(2)(d) (Legal Proceedings):

●     
Item 1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described therein
that are material to security holders)

	●    
                                         Master Servicer (as to itself)

●    
Special Servicer (as to itself)

●    
Certificate Administrator (as to itself)

●    
Trustee (as to itself)




 



    Exhibit CC-3


     


    

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	 

	●    
                                         Depositor (as to itself)

●    
Trustee/Certificate Administrator /Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal
control of the proceedings)

●    
Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)

●    
Originators under Item 1110 of Regulation AB

●    
Party under Item 1100(d)(1) of Regulation AB


	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         1 of 2 Parts:

1119(a)
of Regulation AB,

but
only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the particular
“Party Responsible”), on the one hand, and any one or more of the following, on the other:  (1) the Depositor,
(2) any Mortgage Loan Seller, (3) the Trust and (4) any other party listed under this item as a “Party Responsible”;
provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K if it was
disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

and

●    
1119(b) of Regulation AB,

but
only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or
understanding that is entered

	●    
                                         Master 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

●    
Asset Representations Reviewer

●    
Each party (other than a Mortgage Loan Seller), if any, that is identified in the Prospectus as an “originator” of
one or more Mortgage Loans, if the Prospectus specifically states that the applicable Mortgage Loans were 10% or more of the assets
of the Trust at the date of the Prospectus (provided that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that
such party no longer constitutes an originator of 10% or




 



    Exhibit CC-4


     


    

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	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-IG1 transaction) between itself (that is, the particular “Party Responsible”)
                                         or any of its affiliates, on the one hand, and any one or more of the following, on the
                                         other:  (1) the Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided,
                                         however, that a relationship, agreement, arrangement, transaction or understanding
                                         (A) must be reported only if it then exists or existed within the two prior years, (B)
                                         need not be reported if it is not material to an investor’s understanding of the
                                         Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if
                                         it was disclosed in the Prospectus or if it was previously reported as “Additional
                                         Form 10-K Disclosure”.

and

●    
1119(c) of Regulation AB,

but
only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship
involving or related to the Series 2020-IG1 transaction or the Mortgage Loans between itself (that is, the particular “Party
Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other:  (1) the
Depositor, (2) any Mortgage Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported
only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
the Prospectus or if it was previously reported as “Additional Form 10-K


	more of the assets of the Trust).

●    
Each party (other than a Mortgage Loan Seller), if any, that is specifically identified as an “originator of 10% or more
of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered to the
parties to this Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is due.

●    
Each party (if any) that is identified in the Prospectus as an “other material party to the securities or transaction”
(or substantially similar phrasing); provided, however, that such a party shall no longer constitute a “Party Responsible”
under this item from and after the date (if any) when the Depositor notifies the parties to 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 Agreement, which notice is delivered not later than February 15 of the year in which the
Form 10-K is due.




 



    Exhibit CC-5


     


    

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	Disclosure”.

	 


	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         2 of 2 Parts:

1119(a)
of Regulation AB,

But
only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party Responsible”),
on the one hand, and any one or more of the parties listed under the preceding item as a “Party Responsible”,
on the other; provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 10-K
if it was disclosed in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

and

●    
1119(b) of Regulation AB,

but
only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction or
understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained in an arm’s
length transaction with an unrelated third party (apart from the Series 2020-IG1 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


	●    
                                         The Depositor

●    
Each Mortgage Loan Seller




 



    Exhibit CC-6


     


    

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	and
                                         (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed
                                         in the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.

and

●    
1119(c) of Regulation AB,

but
only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship
involving or related to the Series 2020-IG1 transaction or the Mortgage Loans between itself (that is, the particular “Party
Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties listed under the preceding
item as a “Party Responsible”, on the other; provided, however, that a relationship (A) must be
reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in
the Prospectus or if it was previously reported as “Additional Form 10-K Disclosure”.


	 


	Item
                                         15:  Exhibits (no. 2):

Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

	●    
                                         Depositor


	Item
                                         15:  Exhibits (no. 3):

Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

	●    
                                         Depositor




 



    Exhibit CC-7


     


    

 

	Item
                                         on Form 10-K

	Party
                                         Responsible

	 
	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 Agreement

provided
further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee or Certificate
Administrator, then the Depositor shall be the responsible party.

	 
	Item
                                         15:  Exhibits (no. 10):

Material
contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

	●     Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent of any contract that satisfies all the following conditions: 
                                         (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
                                         Loans, and (b) such contract is a contract to which such party (or a subcontractor or
                                         vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
                                         engaged by such party) has caused to have been executed on behalf of the Trust.

	 
	Item
                                         15:  Exhibits (no. 11):

Statement
regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

	●     Not Applicable

	 
	Item
                                         15:  Exhibits (no. 12):

Statement
regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

	●     Not Applicable.

	 


 



    Exhibit CC-8


     


    

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	Item
                                         15:  Exhibits (no. 13):

Annual
report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item 601 of
Regulation S-K)

	●    
                                         Not Applicable


	Item
                                         15:  Exhibits (no. 14):

Code
of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 16):

Letter
re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable


	Item
                                         15:  Exhibits (no. 18):

Letter
re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 21):

Subsidiaries
of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)

	●    
                                         Depositor.


	Item
                                         15:  Exhibits (no. 22):

Published
Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).

	●    
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 23) – Part 1 of 2 Parts:

Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is required
with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement
and (b) the

	●    
                                         Depositor




 



    Exhibit CC-9


     


    

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	consent
                                         is not the consent of a registered public accounting firm in connection with an attestation
                                         delivered pursuant to Section 11.11 of this Agreement.

	 


	Item
                                         15:  Exhibits (no. 23) – Part 2 of 2 Parts:

Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent of the
registered public accounting firm for purposes of any attestation report rendered with respect to the particular “Party
Responsible” pursuant to Section 11.11 of this Agreement.

	●    
                                         Master Servicer

●    
Special Servicer

●    
Depositor

●    
Any other Servicing Function Participant

provided,
however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery, of
such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation report.


	Item
                                         15:  Exhibits (no. 24)

Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

	●    
                                         Certificate Administrator


	Item
                                         15:  Exhibits (no. 31(i))

Rule
13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).

	●    
                                         Not Applicable


	Item
                                         15:  Exhibits (no. 31(ii))

Rule
13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).

	●    
                                         Delivery of this exhibit (Sarbanes-Oxley certification and backup certifications) is
                                         governed by Section 11.06 (and Section 11.05) of this 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)

	●    
                                         Delivery of this exhibit (annual compliance.




 



    Exhibit CC-10


     


    

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	Report
                                         on assessment of compliance with servicing criteria for asset-backed securities 
                                         (Exhibit No. 33 of Item 601 of Regulation S-K).

	assessment)
                                         is governed by Section 11.10 (and Section 11.07) of this Agreement.


	Item
                                         15:  Exhibits (no. 34)

Attestation
report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of Regulation
S-K).

	●    
                                         Delivery of this exhibit (annual accountants’ attestation report) is governed
                                         by Section 11.11 (and Section 11.07) of this Agreement.


	Item
                                         15:  Exhibits (no. 35)

Servicer
compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).

	●    
                                         Delivery of this exhibit (annual servicer compliance statements) is governed by Section
                                         11.09 (and Section 11.07) of this Agreement.


	Item
                                         15:  Exhibit (no. 36)

Certification
For Shelf Offerings of Asset-Backed Securities (Exhibit No. 36 of Item 601 of Regulation S-K).

	●    
                                         Depositor.


	Item
                                         15:  Exhibits (no. 99)

Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 100)

XBRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

	●    
                                         Not Applicable.


	Item
                                         15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document
                                         that meets all the following conditions:  (a) such document constitutes “Additional
                                         Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit DD, (b) such document
                                         is required to be reported as “Additional Form 8-K Disclosure” during the
                                         period to which the Form 10-K relates, and (c) such document was not previously reported
                                         as “Additional Form 8-K Disclosure”.

	●    
                                         Certificate Administrator, Depositor and Trustee, in each case only to the extent
                                         that such party is the “Party Responsible” for the exhibit pursuant to Item
                                         9(d) of Exhibit DD (it being acknowledged that none of the Master Servicer or
                                         the Special Servicer constitutes a “Party Responsible” under Exhibit DD
                                         with respect to any exhibits to a Form 10-K).




 



    Exhibit CC-11


     


    

 

	Item
                                         on Form 10-K

	Party
                                         Responsible


	Item
                                         15:  Exhibit (no. 101)

Interactive Data File (Exhibit No. 101 of Item 601
                                         of Regulation S-K).

	●    
                                         Not Applicable


	Item
                                         15:  Exhibit (no. 102)

Asset Data File (Exhibit No. 102 of Item 601 of Regulation
                                         S-K).

	●    
                                         Certificate Administrator

●    
Depositor


	Item
                                         15:  Exhibit (no. 103)

Asset Related Document (Exhibit No. 103 of Item 601
                                         of Regulation S-K).

	●    
                                         Certificate Administrator

●    
Depositor




 



    Exhibit CC-12


     


    

 

EXHIBIT
DD

 

FORM
8-K DISCLOSURE INFORMATION

 

The
parties identified in the “Party Responsible” column are obligated pursuant to Section 11.07 of the Pooling and Servicing
Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the corresponding
Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has knowledge of such information
(other than information as to itself).  Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific notice to the contrary from the Depositor
or a Mortgage Loan Seller.  Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
(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 and to assume that no other party or property will constitute a “significant
obligor” after the Cut-off Date.  In no event shall the Master Servicer or the Special Servicer be required to provide
any information for inclusion in a Form 8-K that relates to any Mortgage Loan for which the Master Servicer or the Special Servicer
is not the applicable Master Servicer or Special Servicer, as the case may be.  For this Benchmark 2020-IG1 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within
the meaning of Items 1114 or 1115 of Regulation AB.

 

	Item
                                         on Form 8-K

	Party
                                         Responsible 


	Item
                                         1.01:  Entry into a Material Definitive Agreement

 

	●    
                                         Depositor, except as described in the next bullet (it being acknowledged that Item
                                         601 of Regulation S-K requires filing of material contracts to which the registrant or
                                         a subsidiary thereof is a party).

●    
Certificate Administrator, Trustee, Master Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item
1.01 of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the
asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the extent of any
amendment or definitive agreement 




 



    Exhibit DD-1


     


    

 

	Item
                                         on Form 8-K

	Party
                                         Responsible 

	 
	 

	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
                                         Agreement.

	 
	Item
                                         1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts

	●    
                                         Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent of any contract that satisfies all the following conditions: 
                                         (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
                                         Loans, and (b) such contract is a contract to which such party (or a subcontractor or
                                         vendor engaged by such party) is a party or that such party (or a subcontractor or vendor
                                         engaged by such party) has caused to have been executed on behalf of the Trust; provided,
                                         however, that the Certificate Administrator shall be the “Party Responsible”
                                         in connection with any amendment to this Agreement.

	 
	Item
                                         1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts

	●    
                                         Depositor, to the extent of any material agreement not covered in the prior item

	 
	Item
                                         1.03:  Bankruptcy or Receivership

	●    
                                         Depositor

	 


 



    Exhibit DD-2


     


    

 

	Item
                                         on Form 8-K

	Party
                                         Responsible 


	Item
                                         2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation
                                         or an Obligation under an Off-Balance Sheet Arrangement

	●    
                                         Depositor

●    
Certificate Administrator


	Item
                                         3.03:  Material Modification to Rights of Security Holders

	●    
                                         Certificate Administrator


	Item
                                         5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year

	●    
                                         Depositor


	Item
                                         6.01:  ABS Informational and Computational Material

	●    
                                         Depositor


	Item
                                         6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent
                                         related to a change in trustee

	●    
                                         Trustee

●    
Depositor


	Item
                                         6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent
                                         related to a change in Master Servicer or Special Servicer

	●    
                                         Certificate Administrator

●    
Master Servicer or Special Servicer, as the case may be (in each case, as to itself)


	Item
                                         6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent
                                         related to a servicer (other than a party to the Pooling and Servicing Agreement) appointed
                                         by the particular “Party Responsible”.

	●    
                                         Master Servicer

●    
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




 



    Exhibit DD-3


     


    

 

	Item
                                         on Form 8-K

	Party
                                         Responsible 

	 
	Item
                                         8.01:  Other Events

	●    
                                         Depositor

	 
	Item
                                         9.01(d):  Exhibits (no. 1):

Underwriting
agreement (Exhibit No. 1 of Item 601 of Regulation S-K)

	●    
                                         Not applicable

	 
	Item
                                         9.01(d):  Exhibits (no. 2):

Plan
of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

	●    
                                         Depositor

	 
	Item
                                         9.01(d):  Exhibits (no. 3):

Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

	●    
                                         Depositor

	 
	Item
                                         9.01(d):  Exhibits (no. 4):

With
respect to instruments defining the rights of security holders (Exhibit No. 4 of 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 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):

	●    
                                         Not Applicable

	 


 



    Exhibit DD-4


     


    

 

	Item
                                         on Form 8-K

	Party
                                         Responsible 


	Code
                                         of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

	 


	Item
                                         9.01(d):  Exhibits (no. 16):

Letter
re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable


	Item
                                         9.01(d):  Exhibits (no. 17):

Correspondence
on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable


	Item
                                         9.01(d):  Exhibits (no. 20):

Other
documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable


	Item
                                         9.01(d):  Exhibits (no. 23):

Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

	●    
                                         Depositor


	Item
                                         9.01(d):  Exhibits (no. 24)

Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

	●    
                                         Certificate Administrator


	Item
                                         15:  Exhibits (no. 99)

Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

	●    
                                         Not Applicable.


	Item
                                         15:  Exhibits (no. 100)

	●    
                                         Not Applicable.




 



    Exhibit DD-5


     


    

 

	Item
                                         on Form 8-K

	Party
                                         Responsible 


	XBRL-Related
                                         Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

	 




 



    Exhibit DD-6


     


    


 


EXHIBIT EE


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) Benchmark 2020-IG1 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1—SEC REPORT PROCESSING


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
[11.04] [11.05] [11.07] of the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer, the undersigned, as [          ],
hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [                       ];
email address: [                       ].


 





	 	[NAME OF PARTY], 

as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


cc: Depositor


 




    Exhibit EE-1


     


    



 


EXHIBIT FF


 


INITIAL
SUB-SERVICERS


 


None.


 




    Exhibit FF-1


     


    


 


EXHIBIT GG


 


SERVICING
FUNCTION PARTICIPANTS


 


None.


 




    Exhibit GG-1


     


    


 


EXHIBIT HH


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



Benchmark 2020-IG1 Mortgage Trust,

Commercial Mortgage Pass-Through Certificates

Series 2020-IG1 (the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer] [Midland Loan
Services, a Division of PNC Bank, National Association, as Special Servicer] [Wells Fargo Bank, National Association, as Certificate
Administrator] [Wells Fargo Bank, National Association, as Trustee] (the “Certifying Servicer”), certify to
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 [__]] (the “Reporting Period”) and the Certifying Servicer’s
performance under the Pooling and Servicing Agreement; and



 


		2.	To the best of my knowledge, based on such review, the Certifying Servicer has fulfilled all of
its obligations under the Pooling and Servicing Agreement in all material respects during the Reporting Period. [To my knowledge,
the Certifying Servicer has failed to fulfill the following obligations under the Pooling and Servicing Agreement: [SPECIFY EACH
SUCH FAILURE AND THE NATURE AND STATUS THEREOF]].



 





	Date:	 	 



  


[MIDLAND LOAN SERVICES, A DIVISION
OF PNC BANK, NATIONAL ASSOCIATION, as Master servicer]

[MIDLAND LOAN SERVICES, A DIVISION OF PNC BANK, NATIONAL ASSOCIATION, as Special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee]


 






    Exhibit HH-1


     


    

 


	By:	 	 
	 	Name:	 
	 	Title:	 




 




    Exhibit HH-2


     


    


 


EXHIBIT II


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer]
(the “Reporting Servicer”) is responsible for
assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and
for the 12-month period ending December 31, 20[__] (the “Reporting
Period”), as set forth in Exhibit AA to the Pooling and Servicing Agreement. The transactions covered by this
report include asset-backed securities transactions for which the Reporting Servicer acted as [a master servicer, special servicer,
trustee, certificate administrator] involving commercial mortgage loans [other than __________________1]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”)
to perform specific, limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance
with the servicing criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule
A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 





 



 


1
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered
prior to compliance with Regulation AB, transactions involving an offer and sale of asset backed securities that were not required
to be issued), if applicable.


 






    Exhibit II-1


     


    

 


[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


 


[Date of Certification]


 





	 	[Name
of Reporting Servicer]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    Exhibit II-2


     


    


 


EXHIBIT JJ


 


CREFC®
PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council”
and sent to:


Commercial Real Estate Finance Council, Inc.


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 JJ-1


     


    


 


EXHIBIT KK


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


VIA E-MAIL:


To: Wells Fargo Bank, National Association, as Certificate
Administrator; cts.sec.notifications@wellsfargo.com 


 


Ref: Benchmark 2020-IG1, Additional Debt Notice for Form 10-D


 


The following information is being furnished to you for inclusion
on Form 10-D pursuant to Sections 3.18(e) and 11.04(a) of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	Benchmark 2020-IG1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	    $	 	 	 	 	 	 	 	 	 	 	 
	2	Benchmark 2020-IG1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	    $	 	 	 	 	 	 	 	 	 	 	 
	3	Benchmark 2020-IG1	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside the Trust	 	 	$
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	    $	 	 	 	 	 	 	 	 	 	 	 



 



    Exhibit KK-1


     


    


 


EXHIBIT LL


 


[Reserved.]


 




    Exhibit LL-1


     


    


 


EXHIBIT MM


 


ADDITIONAL
DISCLOSURE NOTIFICATION (ACCOUNTS)


 


INSTRUCTIONS:


 


FOR ACCOUNT BALANCE REPORTING: SEND VIA EMAIL TO:


CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM






 


FOR ALL OTHER NOTIFICATIONS: SEND VIA FAX, EMAIL AND OVERNIGHT
MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attn: Corporate Trust Services (CMBS) Benchmark 2020-IG1—SEC
REPORT PROCESSING


E-Mail: cts.sec.notifications@wellsfargo.com


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
11.04 of the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator
and as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer, the undersigned, as [          ],
hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K]. 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With respect to the Collection Account and REO Account balance
information:


 


	Account Name	
        Beginning Balance as of 

        MM/DD/YYYY
	
        Ending Balance as of 

        MM/DD/YYYY

	Collection Account	 	 
	REO Account	 	 


 






    Exhibit MM-1


     


    

 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                       ],
phone number: [         ]; email address:  [                   ].


 





	 	[NAME OF PARTY], 

as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc: Depositor


 




    Exhibit MM-2


     


    


 


EXHIBIT NN


 


[reserved]





 




    Exhibit NN-1


     


    


 


EXHIBIT OO


 


FORM OF ASSET REVIEW
REPORT


 


BY THE ASSET REPRESENTATIONS
REVIEWER1


 


To: [Addresses of Recipients]


 


		Re:	Benchmark 2020-IG1 Mortgage Trust



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Loan
identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset Review
Report.


 


		1.	As described in the detailed scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute a determination by
the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce any rights it may have
against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every instance of noncompliance.



 


		3.	The ARR, other than forwarding this report to the persons listed above, will not be required to
take or participate in any other or further action with respect to the aforementioned Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.









	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
    

as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 




    Exhibit OO-1


     


    


 


Exhibit A


 


Detailed Scorecard [Template Example Below]


 


	
        Test failures

         

	Loan #	Loan 

Name	R&W #	R&W Name	Test #	Test Description	Findings
	[Insert Loan Number]	[Insert Loan Name]	44	Lease Estoppels	44c	[Insert Test Description]	[Insert Test findings]
	32	Due on Sale or Encumbrance	32b	 	 



 



    Exhibit OO-2


     


    


 


EXHIBIT PP


 


FORM OF ASSET REVIEW
REPORT SUMMARY1


 


To: [Addresses of Recipients]


 


		Re:	Benchmark 2020-IG1 Mortgage Trust



 


Ladies and
Gentlemen:


 


In accordance
with Section 12.01 of the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
the undersigned Asset Representations Reviewer (“ARR”) has performed an Asset Review on each Delinquent Loan
identified in accordance with the terms of the Pooling and Servicing Agreement, and is hereby issuing the following Asset Review
Report Summary.


 


		1.	As described in the summary scorecard attached hereto as Exhibit A, we have
performed an Asset Review on each Delinquent Loan identified in accordance with the terms of the Pooling and Servicing Agreement
and our conclusion is that there is [no evidence of a Test failure/evidence of [•] Test failures] with respect to the Delinquent
Loans.



 


		2.	A conclusion by the ARR of a Test pass or a Test failure shall not constitute
a determination by the ARR of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should enforce
any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to determine every
instance of noncompliance.



 


		3.	The ARR, other than forwarding this Asset Review Report Summary to the parties listed above, will
not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the above-captioned Pooling and Servicing Agreement.



 





	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
    

as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	 	Name:

    Title:


 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the organization
and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including without limitation,
provisions relating to Privileged Information.


 




    Exhibit PP-1


     


    


 


Exhibit A


 


Summary Scorecard [Template Example Below]


 


	
        Test failures

         
	 	 	 	 
	Loan #	Loan Name	Representations
and Warranty #	Representation and Warranty Name	Test #
	[Insert Loan #]	[Insert Loan Name]	44	Lease Estoppels	44c
	32	Due on Sale or Encumbrance	32b



 



    Exhibit PP-2


     


    


 


EXHIBIT QQ


 


ASSET REVIEW PROCEDURES


 


Subject to the Pooling
and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each Subject Loan
based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit PP and the terms
of the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations
Reviewer’s responsibilities and duties with respect to Asset Reviews.


 


Call for Review and Collection and Inventory
of Review Materials


 


	Step 1	Asset Representations Reviewer (“ARR”) receives the following items before beginning
its review:




 


		▪	CREFC® Delinquent Mortgage Loan Status Report



 


		▪	Notice of Asset Review Trigger (with attachments)



 


		▪	Notice of Asset Review Vote Election



 


		▪	Notice of Affirmative Asset Review Vote



 


		▪	Asset Review Notice



 


		▪	List of all Subject Loans



 


		▪	Review Materials for each Subject Loan via Secure Data Room access, including the Diligence File



 


		▪	Any Unsolicited Information (if applicable)



 


Step 2 For each Subject Loan, ARR inventories all Review Materials to which ARR is provided access in the
Secure Data Room to determine what, if any, Review Materials for such Subject Loan are missing, using the list of documents provided
in the definition of “Mortgage File” of this Agreement, any comparable lists included in the related Mortgage Loan
Purchase Agreement, and any closing checklist from the origination of such Subject Loan, to guide its review and determination.


 


Step 3 If ARR determines
that the information made available to it in the Secure Data Room with respect to any Subject Loan is missing any documents required
to complete an Asset Review of such Subject Loan, ARR prepares list of such missing documents and, within the time


 






    Exhibit QQ-1


     


    

 


periods specified
in Section 12.01 of this Agreement, (i) notifies the Master Servicer (with respect to Non-Specially Serviced Loans) and
the Special Servicer (with respect to Specially Serviced Loans) of such missing documents, and request that the Master Servicer
or the Special Servicer, as the case may be, deliver to the ARR such missing document(s) to the extent in its possession and (ii)
in the event any missing documents are not provided by the Master Servicer or the Special Servicer, as the case may be, the ARR
shall request such documents from the related Mortgage Loan Seller.


 


Analysis
and Testing of Representations and Warranties


 


	Step 4	For each Subject Loan for which ARR has received all Review Materials required to complete an Asset Review
of such Subject Loan, ARR tests such Subject Loan for compliance with each representation and warranty made by the related Mortgage
Loan Seller with respect to such Subject Loan as follows:




 


		▪	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller.



 


		▪	For each representation and warranty, ARR lists



 


		●	all
items from the Review Materials reviewed or used in its testing of such representation and warranty;




 


		●	whether
ARR has determined that there is any evidence that such representation or warranty was not true when made by the related Mortgage
Loan Seller; and




 


		○	if
so, stating the aspect of the applicable representation or warranty that does not appear to have been true when made by the related
Mortgage Loan Seller and ARR’s basis for its conclusion;




 


		○	completing
the Asset Review Report by setting forth, for each [Subject Loan], the information contemplated herein with respect to each representation
and warranty.




 


ARR will not attempt
(and has no obligation) to determine the materiality of any potential breach of a representation or warranty that it discovers
evidence of during its review as contemplated herein.


 




    Exhibit QQ-2


     


    


 


EXHIBIT RR


 


FORM OF CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS)

Benchmark 2020-IG1 Mortgage Trust


Email: trustadministrationgroup@wellsfargo.com


 


		Attention:	Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2020-IG1



 


In accordance with
the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement dated as of February
1, 2020 (the “Pooling and Servicing Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer and as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Asset
Representations Reviewer, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


		1.	The undersigned is an authorized representative of the [Asset Representations
Reviewer][Depositor].



 


		2.	The undersigned acknowledges and agrees that (a) access to the Secure Data
Room is being granted to it solely for purposes of the undersigned carrying out its obligations under the Pooling and Servicing
Agreement (b) it will not disseminate or otherwise make information contained on the Secure Data Room available to any other person
except in accordance with the Pooling and Servicing Agreement or otherwise with the written consent of the Depositor and (c) it
will only access information relating to the Mortgage Loans to which the Asset Review relates.



 


		3.	The undersigned agrees that each time it accesses the Secure Data Room, the
undersigned is deemed to have recertified that the representations above remains true and correct.



 






    Exhibit RR-1


     


    

 


		4.	[The undersigned is not a Certificateholder, a beneficial owner or a prospective
purchaser of any Certificate.]*



 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[NAME OF PARTY], 

as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  


Dated: _______


 


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


as Depositor]*


 





	By:	 	 
	 	[Name]	 
	 	[Title]	 


  





 



 


*       Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure Data Room.


 




    Exhibit RR-2


     


    


 


EXHIBIT SS


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date]


 


	
        Midland Loan Services,
a Division of PNC Bank, National Association

        10851 Mastin Street


        Building 82, Suite 300


        Overland Park, Kansas 66210


        Attention: Executive Vice President – Division Head


        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com

        	 

                           Park Bridge Lender Services LLC
 600 Third Avenue, 40th Floor
 New York, New York 10016
 Attention: BMARK 2020-B16 – Surveillance Manager (with a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)

	 	 
	
        Midland Loan Services,
a Division of PNC Bank, National Association

        10851 Mastin Street


        Building 82, Suite 300


        Overland Park, Kansas 66210


        Attention: Executive Vice President – Division Head


        Telecopy number: 1-888-706-3565

        Email: NoticeAdmin@midlandls.com
	 
	 	 


		Attention:	Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2020-IG1



 


In accordance with
Section 12.01(a) of the Pooling and Servicing Agreement dated as of February 1, 2020 (the “Pooling and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as Master Servicer and as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Park Bridge Lender Services LLC, as Asset Representations Reviewer, the Certificate Administrator hereby notifies
you that as of [RELATED DISTRIBUTION DATE]:


 


		5.	_____  An additional Mortgage Loan has become a Delinquent Loan.



 


		6.	_____  A Mortgage Loan has ceased to be a Delinquent Loan.



 


		7.	_____ An Asset Review Trigger has ceased to exist.



 


(check all that apply)


 






    Exhibit SS-1


     


    

 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.








	 	 	 
	 	Wells Fargo Bank, National Association,
as Certificate Administrator for the Holders of the Benchmark 2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2020-IG1
	 	 	 
	 	By: 	 
	 	 	[Name]
	 	 	[Title]


  




    Exhibit SS-2


     


    


 


EXHIBIT TT


 


CERTIFICATE ADMINISTRATOR RECEIPT OF
THE RETAINED CERTIFICATES 


 


[DATE]


 


	
        J.P. Morgan Chase
Commercial Mortgage Securities Corp.

as Retaining Sponsor

        383 Madison Avenue,
8th Floor

        New York, New York
10179

        Attention: Kunal K.
Singh

        E-mail: US_CMBS_Notice@jpmorgan.com

         

        Citi Real Estate Funding
Inc.

390 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson
	
        JPMorgan Chase Bank, National Association

        383 Madison Avenue

        New York, New York 10179

        Attention: Tom Cassino

        Email: Thomas.cassino@jpmorgan.com

         

        Deutsche Bank AG, New York Branch

        60 Wall Street

        New York, New York 10005

        Attention: Lainie Kaye

         

	 	 


		Re:	Benchmark
                                         2020-IG1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-IG1
                                         



 


In accordance with [Section 5.02(e)][Section 5.03(i)]
of the Pooling and Servicing Agreement, dated as of February 1, 2020 (the “Agreement”), pursuant to which the
captioned series of commercial mortgage pass-through certificates (the “Certificates”) were issued, the undersigned,
as Certificate Administrator, hereby acknowledges receipt and possession of, and further agrees that it will hereafter hold in
the Retained Interest Safekeeping Account, the Certificates identified on Schedule I attached hereto (the “Subject Certificates”),
which constitute some or all of the VRR Interest, for the benefit of [Retaining Party], the registered holder of the Subject Certificates,
pursuant to the Agreement. Payments on the Subject Certificates will be made to the registered holder thereof in accordance with
the Agreement, including pursuant to any written wiring instructions provided in accordance with the Agreement.


 


This receipt is solely
for the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will not entitle such
Person to delivery of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject to the restrictions
on transfer set forth in, and may not be released from the Retained Interest Safekeeping Account except in accordance with, the
Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 






    Exhibit TT-1


     


    

 


	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION,

not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:





  




    Exhibit TT-2


     


    


 


Schedule I


 




    Exhibit TT-3


     


    


 


SCHEDULE 1


 


Mortgage
Loans with Additional Debt


 


		1.	1633 Broadway






		2.	F5 Tower






		3.	Bellagio Hotel and Casino






		4.	Kings Plaza






		5.	1501 Broadway






		6.	805 Third Avenue






		7.	55 Hudson Yards






		8.	Southcenter Mall






		9.	181 West Madison






		10.	Parkmerced






		11.	560 Mission Street






		12.	Starwood Industrial Portfolio






		13.	650 Madison Avenue



 




    Schedule 1-1


     


    



 


SCHEDULE 2


 


[RESERVED]


 




    Schedule 2-1


     


    


 


SCHEDULE 3


 


Mortgage
Loans With Escrows or Reserves EXCEEDING IN THE AGGREGATE, 10% OF THE INITIAL PRINCIPAL BALANCE OF THE MORTGAGE LOAN (OR RELATED
WHOLE LOAN, IF APPLICABLE)


 


	Loan No.	Loan	Reserve Type	Amount
	N/A	N/A	N/A	N/A




 






    Schedule 3-1