Exhibit 4.6


 


 





EXECUTION
VERSION 


	 






 


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

as Depositor,



KEYBANK NATIONAL ASSOCIATION,

as Servicer,


 


SITUS
HOLDINGS, LLC, 




as Special Servicer,


 


WELLS
FARGO BANK, NATIONAL ASSOCIATION,


 


as
Certificate Administrator and as Trustee


 


and


 


PARK
BRIDGE LENDER SERVICES LLC,


 


as
Operating Advisor 


 








 








  


TRUST
AND SERVICING AGREEMENT



Dated as of February 5, 2020


 


 








  


J.P.
Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP

Commercial Mortgage Pass-Through Certificates, Series
2020-LOOP 





	 



 






    


     

    

  





TABLE
OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	1.	DEFINITIONS	 
	 	 	 
	 	1.1.	Definitions	5
	 	1.2.	Interpretation	62
	 	1.3.	Certain
    Calculations in Respect of the Trust Loan or the Mortgage Loan	63
	 	 	 	 
	2.	DECLARATION
    OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES	 
	 	 	 
	 	2.1.	Creation
    and Declaration of Trust; Conveyance of the Trust Loan	65
	 	2.2.	Acceptance
    by the Trustee and the Certificate Administrator	68
	 	2.3.	Representations
    and Warranties of the Trustee	71
	 	2.4.	Representations
    and Warranties of the Certificate Administrator	72
	 	2.5.	Representations
    and Warranties of the Servicer	73
	 	2.6.	Representations
    and Warranties of the Special Servicer	75
	 	2.7.	Representations
    and Warranties of the Depositor	76
	 	2.8.	Representations
    and Warranties of the Operating Advisor	77
	 	2.9.	Representations
    and Warranties Contained in the Trust Loan Purchase Agreement	79
	 	2.10.	Execution
    and Delivery of Certificates; Issuance of Uncertificated Lower- Tier Interests	80
	 	2.11.	Miscellaneous
    REMIC Provisions	80
	 	2.12.	Resignation
    Upon Prohibited Risk Retention Affiliation	81
	 	2.13.	Creation
    of the Grantor Trust	81
	 	 	 	 
	3.	ADMINISTRATION
    AND SERVICING OF THE MORTGAGE LOAN	 
	 	 	 
	 	3.1.	Servicer
    to Act as the Servicer; Special Servicer to Act as the Special Servicer	81
	 	3.2.	Sub-Servicing
    Agreements	83
	 	3.3.	Cash
    Management Account	85
	 	3.4.	Collection
    Account, Companion Loan Distribution Account and Interest Reserve Account	85
	 	3.5.	Distribution
    Account	92
	 	3.6.	Foreclosed
    Property Account	93
	 	3.7.	Appraisal
    Reductions	93
	 	3.8.	Investment
    of Funds in the Collection Account and Any Foreclosed Property Account	97
	 	3.9.	Payment
    of Taxes, Assessments, etc	99
	 	3.10.	Appointment
    of Special Servicer	99
	 	3.11.	Maintenance
    of Insurance and Errors and Omissions and Fidelity Coverage	106
	 	3.12.	Procedures
    with Respect to Defaulted Mortgage Loan; Realization upon the Property	108


  






    -i-


     

    

 


 


	 	3.13.	Certificate
    Administrator and Trustee to Cooperate; Release of Items in Mortgage File	111
	 	3.14.	Title
    and Management of Foreclosed Property	111
	 	3.15.	Sale
    of Foreclosed Property	113
	 	3.16.	Sale
    of the Mortgage Loan	116
	 	3.17.	Servicing
    Compensation	119
	 	3.18.	Reports
    to the Certificate Administrator; Account Statements	124
	 	3.19.	[Reserved]	125
	 	3.20.	[Reserved]	125
	 	3.21.	Access
    to Certain Documentation Regarding the Mortgage Loan and Other Information	125
	 	3.22.	Inspections	126
	 	3.23.	Advances	127
	 	3.24.	Modifications
    of Mortgage Loan Documents	131
	 	3.25.	Conflicts
    of Interests; Mandatory Resignation of Servicer and Special Servicer May Own Certificates; Conflicts of Interest	133
	 	3.26.	The
    Operating Advisor	134
	 	3.27.	Rating
    Agency Confirmation	141
	 	3.28.	Miscellaneous
    Provisions	142
	 	3.29.	Companion
    Loan Intercreditor Matters	143
	 	3.30.	[Reserved]	144
	 	3.31.	Credit
    Risk Retention	144
	 	 	 	 
	4.	DISTRIBUTIONS
    AND STATEMENTS TO CERTIFICATEHOLDERS	 
	 	 	 
	 	4.1.	Distributions	144
	 	4.2.	Withholding
    Tax	149
	 	4.3.	Allocation
    and Distribution of Prepayment Premiums	149
	 	4.4.	Statements
    to Certificateholders	150
	 	4.5.	Investor
    Q&A Forum; Investor Registry and Rating Agency Q&A Forum	153
	 	4.6.	Grantor
    Trust Reporting. (a) The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements
    of the Grantor Trust	156
	 	 	 	 
	5.	THE
    CERTIFICATES	 
	 	 	 
	 	5.1.	The
    Certificates	158
	 	5.2.	Form
    and Registration	160
	 	5.3.	Registration
    of Transfer and Exchange of Certificates	162
	 	5.4.	Mutilated,
    Destroyed, Lost or Stolen Certificates	169
	 	5.5.	Persons
    Deemed Owners	170
	 	5.6.	Access
    to List of Certificateholders’ Names and Addresses; Special Notices	170
	 	5.7.	Maintenance
    of Office or Agency	171


   






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	6.	THE
    DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER AND THE OPERATING ADVISOR	 
	 	 	 
	 	6.1.	Respective
    Liabilities of the Depositor, the Servicer, the Special Servicer and the Operating Advisor	171
	 	6.2.	Merger
    or Consolidation of the Servicer or the Special Servicer	171
	 	6.3.	Limitation
    on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others	172
	 	6.4.	Servicer
    and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer	173
	 	6.5.	Ethical
    Wall	174
	 	6.6.	Indemnification
    by the Servicer, the Special Servicer, the Operating Advisor and the Depositor	176
	 	 	 	 
	7.	SERVICER
    TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE
	 	 	 
	 	7.1.	Servicer
    Termination Events; Special Servicer Termination Events	176
	 	7.2.	Trustee
    to Act; Appointment of Successor	184
	 	7.3.	[Reserved]	186
	 	7.4.	Other
    Remedies of Trustee	186
	 	7.5.	Waiver
    of Past Servicer Termination Events and Special Servicer Termination Events	187
	 	7.6.	Trustee
    as Maker of Advances	187
	 	 	 	 
	8.	THE
    TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 
	 	 	 
	 	8.1.	Duties
    of the Trustee and the Certificate Administrator	188
	 	8.2.	Certain
    Matters Affecting the Trustee and the Certificate Administrator	190
	 	8.3.	Neither
    the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan	192
	 	8.4.	Trustee
    and Certificate Administrator May Own Certificates	194
	 	8.5.	Trustee’s
    and Certificate Administrator’s Fees and Expenses	195
	 	8.6.	Eligibility
    Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	196
	 	8.7.	Resignation
    and Removal of the Trustee or the Certificate Administrator	197
	 	8.8.	Successor
    Trustee or Successor Certificate Administrator	200
	 	8.9.	Merger
    or Consolidation of the Trustee or the Certificate Administrator	200
	 	8.10.	Appointment
    of Co-Trustee or Separate Trustee	201
	 	8.11.	Appointment
    of Authenticating Agent and Custodian	202
	 	8.12.	Indemnification
    by the Trustee and the Certificate Administrator	203
	 	8.13.	Certificate
    Administrator and Servicer Not Responsible for Inconsistent Payment Information	204
	 	8.14.	Access
    to Certain Information	204
	 	 	 	 
	9.	CERTAIN
    MATTERS RELATING TO THE DIRECTING HOLDER	 
	 	 	 
	 	9.1.	Selection
    and Removal of the Directing Certificateholder	213


   






    -iii-


     

    

 


	 	9.2.	Limitation
    on Liability of Directing Holder; Acknowledgements of the Certificateholders	215
	 	9.3.	Rights
    and Powers of the Directing Holder	216
	 	9.4.	Directing
    Holder Contact with Servicer and Special Servicer	220
	 	 	 	 
	10.	TERMINATION	 
	 	 	 
	 	10.1.	Termination	220
	 	10.2.	Additional
    Termination Requirements	221
	 	10.3.	Trusts
    Irrevocable	222
	 	 	 	 
	11.	MISCELLANEOUS
    PROVISIONS	 
	 	 	 
	 	11.1.	Amendment	222
	 	11.2.	Recordation
    of Agreement; Counterparts	226
	 	11.3.	Governing
    Law; Waiver of Trial by Jury; Submission to Jurisdiction	226
	 	11.4.	Notices	227
	 	11.5.	Notices
    to the Rating Agency	230
	 	11.6.	Severability
    of Provisions	231
	 	11.7.	Limitation
    on Rights of Certificateholders	231
	 	11.8.	Certificates
    Nonassessable and Fully Paid	232
	 	11.9.	Reproduction
    of Documents	232
	 	11.10.	No
    Partnership	232
	 	11.11.	Actions
    of Certificateholders	232
	 	11.12.	Successors
    and Assigns	233
	 	11.13.	Acceptance
    by Authenticating Agent, Certificate Registrar	233
	 	11.14.	Streit
    Act	233
	 	11.15.	Assumption
    by Trust of Duties and Obligations of the Trust Loan Seller Under the Mortgage Loan Documents	233
	 	11.16.	Grant
    of a Security Interest	233
	 	11.17.	Cooperation
    with the Trust Loan Seller with Respect to Rights Under the Mortgage Loan Agreement	234
	 	 	 	 
	12.	REMIC
    ADMINISTRATION	 
	 	 	 
	 	12.1.	REMIC
    Administration	234
	 	12.2.	Foreclosed
    Property	238
	 	12.3.	Prohibited
    Transactions and Activities	240
	 	12.4.	Indemnification
    with Respect to Certain Taxes and Loss of REMIC Status	240
	 	 	 	 
	13.	EXCHANGE
    ACT REPORTING AND REGULATION AB COMPLIANCE	 
	 	 	 
	 	13.1.	Intent
    of the Parties; Reasonableness	241
	 	13.2.	Succession;
    Sub-Servicers; Subcontractors	242
	 	13.3.	Other
    Securitization Trust’s Filing Obligations	243
	 	13.4.	Form
    10-D Disclosure	243
	 	13.5.	Form
    10-K Disclosure	244
	 	13.6.	Form
    8-K Disclosure	245


   






    -iv-


     

    

 


	 	13.7.	Annual
    Compliance Statements	245
	 	13.8.	Annual
    Reports on Assessment of Compliance with Servicing Criteria	246
	 	13.9.	Annual
    Independent Public Accountants’ Servicing Report	248
	 	13.10.	Significant
    Obligor	249
	 	13.11.	Sarbanes-Oxley
    Backup Certification	250
	 	13.12.	Indemnification	250
	 	13.13.	Amendments	251
	 	13.14.	Termination
    of the Certificate Administrator	251
	 	13.15.	Termination
    of Sub-Servicing Agreements	252
	 	13.16.	Notification
    Requirements and Deliveries in Connection with Securitization of a Companion Loan	252


  


	EXHIBITS
	 	 	 
	Exhibit
    A-1	Form
    of Class B Certificates	 
	Exhibit
    A-2	Form
    of Class X-B Certificates	 
	Exhibit
    A-3	Form
    of Class C Certificates	 
	Exhibit
    A-4	Form
    of Class D Certificates	 
	Exhibit
    A-5	Form
    of Class E Certificates	 
	Exhibit
    A-6	Form
    of Class F Certificates	 
	Exhibit
    A-7	Form
    of Class G Certificates	 
	Exhibit
    A-8	Form
    of Class HRR Certificates	 
	Exhibit
    A-9	Form
    of Class R Certificates	 
	Exhibit
    A-10	Form
    of Class ELP Certificates	 
	Exhibit
    B	Form
    of Request for Release	 
	Exhibit
    C	Form
    of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate	 
	Exhibit
    D	Form
    of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate	 
	Exhibit
    E	Form
    of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted Period	 
	Exhibit
    F	Form
    of Certification to be given by Beneficial Owner of Temporary Regulation S Global Certificate	 
	Exhibit
    G	Form
    of Transfer Certificate of Non-Book Entry Certificate to Temporary Regulation S Global Certificate	 
	Exhibit
    H	Form
    of Transfer Certificate of Non-Book Entry Certificate to Regulation S Global Certificate	 
	Exhibit
    I	Form
    of Transfer Certificate of Non-Book Entry Certificate to Rule 144A Global Certificate	 
	Exhibit
    J-1	Form
    of Affidavit Pursuant to Section 860E(e) of the Internal Revenue Code of 1986	 
	Exhibit
    J-2	Form
    of Transferor Letter	 
	Exhibit
    J-3	Form
    of ERISA Representation Letter	 
	Exhibit
    J-4	Form
    of Transferee Certificate for Transfers of Risk Retention Certificates	 
	Exhibit
    J-5	Form
    of Transferor Certificate for Transfer of Risk Retention Certificates	 
	Exhibit
    J-6	Form
    of Request of Sponsor Consent for Release of the HRR Certificates	 
	Exhibit
    K-1	Form
    of Investor Certification for Non-Borrower Affiliates	 


   






    -v-


     

    

 


	Exhibit
    K-2	Form
    of Investor Certification for Borrower Affiliates	 
	Exhibit
    L	Applicable
    Servicing Criteria	 
	Exhibit
    M	Form
    of NRSRO Certification	 
	Exhibit
    N-1	Form
    of Transferor Certificate for Transfer of the Excess Servicing Fee Rights	 
	Exhibit
    N-2	Form
    of Transferee Certificate for Transfer of the Excess Servicing Fee Rights	 
	Exhibit
    O	Form
    of Online Market Data Provider Certificate	 
	Exhibit
    P	Form
    of Investment Representation Letter	 
	Exhibit
    Q	CREFC®
    Payment Information	 
	Exhibit
    R	Additional
    Form 10-D Disclosure	 
	Exhibit
    S	Additional
    Form 10-K Disclosure	 
	Exhibit
    T	Form
    8-K Disclosure Information	 
	Exhibit
    U	Additional
    Disclosure Notification	 
	Exhibit
    V	Initial
    Sub-Servicers	 
	Exhibit
    W	Form
    of Annual Compliance Statement	 
	Exhibit
    X	Form
    of Report on Assessment of Compliance with Servicing Criteria	 
	Exhibit
    Y-1	Form
    of Certification to be Provided to Depositor by Servicer	 
	Exhibit
    Y-2	Form
    of Certification to be Provided to Depositor by Special Servicer	 
	Exhibit
    Y-3	Form
    of Certification to be Provided to Depositor by Certificate Administrator	 
	Exhibit
    Y-4	Form
    of Certification to be Provided to Depositor by Trustee	 
	Exhibit
    Y-5	Form
    of Certification to be Provided to Depositor by Operating Advisor	 
	Exhibit
    Z	Form
    of Operating Advisor Annual Report	 
	Exhibit
    AA	Form
    of Notice from Operating Advisor Recommending Replacement of Special Servicer	 
	Exhibit
    BB	Form
    of Certificate Administrator Receipt of Risk Retention Certificates	 


 






    -vi-


     

    

  





THIS
TRUST AND SERVICING AGREEMENT (“Agreement”) is dated as of February 5, 2020 among J.P. Morgan Chase Commercial
Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer,
Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating
Advisor.


 


INTRODUCTORY
STATEMENT


 


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


 


JPMorgan
Chase Bank, National Association (together with its successors-in-interest, “JPMCB”) originated a seven (7)-year
fixed rate, interest-only mortgage loan (the “Mortgage Loan”) pursuant to that certain Loan Agreement, dated
as of November 27, 2019 (as amended, restated, supplemented or otherwise modified from time to time, the “Mortgage Loan
Agreement”), by and between 181 West Madison Property LLC (the “Borrower”), as borrower, and JPMCB,
Natixis, Deutsche Bank, Barclays and SG, as lender.


 


The
Mortgage Loan consists of (a) a loan that has an unpaid principal balance as of the Closing Date of $133,100,000 (the “Trust
Loan”) and is evidenced by the promissory notes designated as A-1 and B (as the same may hereafter be amended, restated,
replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Trust Notes”),
and (b) loans that have an aggregate unpaid principal balance as of the Closing Date of $106,900,000 (the “Companion
Loans”) and are evidenced by the promissory notes designated as A-2, A-3 and A-4 (as the same may hereafter be amended,
restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, the “Companion
Loan Notes”). The Trust Notes and the Companion Loan Notes are collectively referred to herein as the “Notes”.


 


The
Trust Loan was sold and assigned by JPMCB (in such capacity, the “Trust Loan Seller”) to the Depositor pursuant
to a trust loan purchase and sale agreement, dated as of February 5, 2020 (the “Trust Loan Purchase Agreement”),
by and between the Trust Loan Seller and the Depositor. The Companion Loans are not part of the Trust Fund. The relative rights
of the respective lenders in respect of the Mortgage Loan are set forth in a co-lender agreement dated as of February 5, 2020
(as amended, restated, supplemented or otherwise modified from time to time, the “Co-Lender Agreement”), among
the holders of the Trust Notes and the holders of the Companion Loan Notes. From and after the Closing Date, the entire Mortgage
Loan is to be serviced and administered in accordance with this Agreement.


 


As
provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions
of the Trust Fund (exclusive of Excess Liquidation Proceeds) 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”). The Regular Certificates will represent the “regular interests” in the Upper-Tier REMIC, as further
described herein. Each Class of Uncertificated Lower-Tier Interests will represent a single class of “regular interests”
in the Lower-Tier REMIC as further described


 



    


     

    

 


 herein. The Class R Certificates will evidence the sole Class of “residual
interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income
tax law.


 


In
addition, the portion of the Trust Fund consisting of the Excess Liquidation Proceeds Option with respect to the Trust Loan and
related proceeds will be treated as a grantor trust (the “Grantor Trust”) for federal income tax purposes,
and the Class ELP 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.


 


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


 


The
Depositor intends to sell the Certificates (other than the Class HRR and Class ELP Certificates) to the Initial Purchaser in an
offering exempt from the registration requirements of the federal securities laws, and to sell the Class HRR and Class ELP Certificates
to the Third-Party Purchaser in an offering exempt from the registration requirements of the federal securities laws.


 


UPPER-TIER
REMIC


 


As
further described in Section 2.11, the Class B, Class X-B, Class C, Class D, Class E, Class F, Class G and Class HRR Certificates
will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class UT-R Interest will constitute
the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder, and will be evidenced by the Class
R Certificates. The following table sets forth the class designation, the initial Pass-Through Rate and the aggregate initial
Certificate Balance (the “Original Certificate Balance”) or Notional Amount (“Original Notional Amount”),
as applicable, for each Class of Regular Certificates and the Class UT-R Interest comprising the interests in the Upper-Tier REMIC
created hereunder:


 


	Class

                                         Designation

	 	Initial
                                         Pass-Through Rate 

        (per
        annum) 

	 	Original
                                         Certificate 

                                         Balance or Notional

                                         Amount



	Class
    B	 	3.4973%(1)	 	$4,900,000	 
	Class
    X-B	 	Variable
    IO(2)	 	$21,900,000	(3)
	Class
    C	 	3.6481%(1)	 	$17,000,000	 
	Class
    D	 	3.8614%(4)	 	$20,100,000	 
	Class
    E	 	3.8614%(4)	 	$34,200,000	 
	Class
    F	 	3.8614%(4)	 	$44,300,000	 



 






    -2-


     

    

 


	Class

                                         Designation

	 	Initial
                                         Pass-Through Rate 

        (per
        annum) 

	 	Original
                                         Certificate 

                                         Balance or Notional 

                                         Amount



	Class
    G	 	3.8614%(4)	 	$4,300,000	 
	Class
    HRR	 	3.8614%(4)	 	$8,300,000	 
	Class
    UT-R	 	None(5)	 	None(5)



 





 



 



		(1)	The
                                         Pass-Through Rate applicable to the Class B and Class C Certificates will be a per annum
                                         rate equal to the fixed rate listed above.



 


		(2)	The
                                         Class X-B Pass-Through Rate for any Certificate Interest Accrual Period is variable and,
                                         for each Distribution Date, will equal the weighted average of the Class X Strip Rates
                                         for the Class B and Class C Certificates for such Distribution Date (weighted on the
                                         basis of the Certificate Balances of such classes, in each case, outstanding immediately
                                         prior to the related Distribution Date). During the initial Certificate Interest Accrual
                                         Period, it is expected that the Pass-Through Rate for the Class X-B Certificates will
                                         equal approximately 0.2471%.



 


		(3)	The
                                         Class X-B Certificates will not have a Certificate Balance and will not be entitled to
                                         receive distributions of principal. The Notional Amount of the Class X-B Certificates
                                         will be equal to the aggregate Certificate Balance of the Class B and Class C Certificates.



 


		(4)	The
                                         Pass-Through Rate applicable to each of the Class D, Class E, Class F, Class G and Class
                                         HRR Certificates will be per annum rate equal to the WAC Rate. During the initial
                                         Certificate Interest Accrual Period, it is expected that the Pass-Through Rate for the
                                         Class D, Class E, Class F, Class G and Class HRR Certificates will each equal approximately
                                         3.8614%.



 


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



 


LOWER-TIER
REMIC


 


As
further described in Section 2.11, the Class LB, Class LC, Class LD, Class LE, Class LF, Class LG and Class HRR Uncertificated
Interests will evidence “regular interests” in the Lower-Tier REMIC created hereunder. The Class LT-R Interest will
constitute the sole Class of “residual interests” in the Lower-Tier REMIC created hereunder and will be evidenced
by the Class R Certificates. The following table sets forth the initial Lower-Tier Principal Amounts and Pass-Through Rates for
the Uncertificated Lower-Tier Interests and the Class LT-R Interest comprising the interests in the Lower-Tier REMIC created hereunder:


 


	Class

                                         Designation

	Pass-Through
                                         Rate

	Original
                                         Lower-Tier

                                         Principal Amount


	Class
    LB	(1)	$4,900,000
	Class
    LC	(1)	$17,000,000
	Class
    LD	(1)	$20,100,000
	Class
    LE	(1)	$34,200,000
	Class
    LF	(1)	$44,300,000
	Class
    LG	(1)	$4,300,000
	Class
    LHRR	(1)	$8,300,000
	Class
    LT-R	None(2)	None(2)



 






    -3-


     

    

 





 



 



		(1)	For
                                         any Distribution Date, the Pass-Through Rate for each Class of Uncertificated Lower-Tier
                                         Interests shall be the Net Trust Note Rate of the Trust Notes for such Distribution Date,
                                         as described under “Upper-Tier REMIC” above.



 


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



 


The
foregoing REMIC structure is intended to cause all of the cash from the Trust Notes to flow through to the Upper-Tier REMIC as
cash flow on a REMIC regular interest, without creating any shortfall, actual or potential (other than for credit losses), to
any REMIC regular interest. To the extent that the structure is believed to diverge from such intention, the parties identifying
such ambiguity shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the
intended result and will to the extent necessary rectify any drafting errors or seek clarification to the structure without Certificateholder
approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments
in accordance with Section 11.1 of this Agreement.


 


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


 


THE
GRANTOR TRUST


 


The
Class ELP Certificates shall represent undivided beneficial interests in the Grantor Trust as described herein. As provided herein,
the Certificate Administrator shall not take any actions that would cause the portions of the Trust Fund consisting of the Grantor
Trust (i) to fail to maintain its status as a “grantor trust” under federal income tax law or (ii) to be treated as
part of any Trust REMIC.


 


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


 


The
Class ELP Certificates will not have a Pass-Through Rate or Certificate Balance, but will be entitled to the right to exercise
their Excess Liquidation Proceeds Option.


 






    -4-


     

    

 


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


 


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


 


1.       DEFINITIONS


 


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


 


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


 


“17g-5
Information Provider’s Website”: The internet website of the 17g-5 Information Provider that will initially
be located within the Certificate Administrator’s Website (www.ctslink.com), under the ‘NRSRO’ tab on the page
relating to this transaction. Such website shall provide means of navigation for the Depositor and each NRSRO (including the Rating
Agency) to the portion of the Certificate Administrator’s Website available to Privileged Persons.


 


“A
Notes”: The promissory notes designated as A-1, A-2 and A-3.


 


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


 


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


 


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


 


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


 


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


 






    -5-


     

    

 


“Additional
Compensation”: Default Interest and late payment fees (after all payments pursuant to Section 3.4(c)(iv) and
3.4(c)(v)), Assumption Fees, Assumption Application Fees, substitution fees, release fees (including, without limitation,
any fees payable in connection with a defeasance), Modification Fees, consent fees, amounts collected for checks returned for
insufficient funds, charges for beneficiary statements or demands, other loan processing fees, review fees and similar fees and
expenses to which the Servicer and the Special Servicer, as applicable, is entitled (to the extent permitted by (or not otherwise
prohibited by) and specifically allocated to such amounts in accordance with the terms of the Mortgage Loan Documents or pursuant
to this Agreement and any income earned (net of losses (subject to Section 3.8(b)) on the investment of funds deposited
in the Collection Account, any Foreclosed Property Account and any Reserve Account pursuant to Section 3.8 of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Affiliate”:
With respect to any specified Person, any other Person, directly or indirectly, controlling or controlled by or under common control
with such specified Person. For the purposes of this definition, “control” when used with respect to any specified
Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract, relation to individuals or otherwise, and the terms “controlling” and “controlled”
have meanings correlative to the foregoing. The Trustee and/or the Certificate Administrator may obtain and rely upon an Officer’s
Certificate of the Servicer, the Special Servicer, the Trustee (in the case of the Certificate Administrator), the Certificate
Administrator (in the case of the Trustee), the Operating Advisor, the Borrower or the Depositor, as applicable, to determine
whether any Person is an Affiliate of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Borrower or the Depositor.


 


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


 






    -6-


     

    

 


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


 


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


 


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


 


“Applied
Realized Loss Amount”: All reductions in the Certificate Balance of a Class of Certificates in respect of Realized Losses
as described in Section 4.1(g).


 


“Appraisal”:
With respect to the Property or the Foreclosed Property, an appraisal of such Property or Foreclosed Property, conducted by an
Independent Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser
as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute
with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation,
as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided, that after an
initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal
shall be considered an “Appraisal” hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant
to the terms of this Agreement shall include a valuation using the “income capitalization – discounted cash flow approach”
and set forth the discount rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations under
this Agreement requiring that a “value” or “appraised value” be used with respect to the Property or the
Foreclosed Property (as applicable) shall use the most recently determined appraised value set forth in an Appraisal (or update
thereof) unless a different valuation is specifically required (such as the appraised value of the Property as of the Origination
Date). With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the
appraised value (as determined by an updated Appraisal) of the Property will be determined on an “as-is” basis, based
upon the current physical condition, use and zoning of the Property as of the date of the Appraisal.


 


“Appraisal
Reduction Amount”: As of any date of determination, an amount equal to the excess of (i) the outstanding principal balance
of the Mortgage Loan on such date plus the sum of (A) all accrued and unpaid interest on each Note at the applicable Note Rate,
(B) all unreimbursed Administrative Advances, Property Protection Advances and interest on all Advances at the Advance Rate in
respect of the Mortgage Loan or the Property and interest on all Companion Loan Advances, (C) the amount of any Advances and interest
thereon previously reimbursed from principal collections on the Mortgage Loan that have not otherwise been recovered from the
Borrower, (D) all currently due and unpaid real estate taxes and assessments and insurance premiums and all other amounts, including,
if applicable, ground rents, due and unpaid in respect of the Property (which taxes, premiums and other amounts have not been
the subject of an Advance) and (E) to the extent not duplicative of amounts in clauses (B), (C) or 


 



    -7-


     

    

 


(D), all
unpaid Trust Fund Expenses then due under this Agreement over (ii) the sum of (A) 90% of the appraised value (as determined by
an Appraisal) of the Property securing the Mortgage Loan less the amount of any liens (exclusive of Permitted Encumbrances) on
the Property senior to the lien of the related Mortgage Loan Documents plus (B) any escrows with respect to the Mortgage Loan,
including for taxes, insurance premiums and ground rent, if any. The Trust Loan and the Companion Loans shall be treated as a
single mortgage loan for purposes of calculating the Appraisal Reduction Amount. Any Appraisal Reduction Amounts with respect
to the Mortgage Loan shall be allocated, first, to the B Note, up to the full outstanding principal balance thereof, and
then to the A Notes, on a pro rata and pari passu basis, up to the full outstanding principal balance thereof.
Any Appraisal Reduction Amount allocated to the A Notes will be allocated to the Trust A Note and the Companion Loan A Notes,
on a pro rata and pari passu basis, based on their respective outstanding principal balances thereof.


 


“Appraisal
Reduction Event”: The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency in respect
of the Balloon Payment) occurs in respect of the Mortgage Loan, (ii) 90 days after an uncured delinquency occurs in respect of
the Balloon Payment for the Mortgage Loan unless a refinancing is anticipated within 120 days after the Maturity Date of the Mortgage
Loan (as evidenced by a written refinancing commitment from an acceptable lender and reasonably satisfactory in form and substance
to the Servicer which provides that such refinancing will occur within 120 days after the Maturity Date), in which case 120 days
after such uncured delinquency, (iii) 60 days after a reduction in Monthly Payments or Balloon Payment or a material adverse economic
change with respect to the terms of the Mortgage Loan has become effective, (iv) 60 days after an extension of the Maturity Date
of the Mortgage Loan (except for an extension within the time periods described in clause (ii) above), (v) immediately
after a receiver has been appointed in respect of the Property securing the Mortgage Loan on behalf of the Trust or any other
creditor, (vi) immediately after the Borrower declares, or becomes the subject of, bankruptcy, insolvency or similar proceedings,
admits in writing the inability to pay its debts as they come due or makes an assignment for the benefit of creditors, or (vii)
immediately after the Property securing the Mortgage Loan becomes a Foreclosed Property.


 


“ASR
Consultation Process”: As defined in Section 3.10(i).


 


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


 


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


 


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


 






    -8-


     

    

 


“Assumed
Monthly Payment”: With respect to the Trust Loan for any Distribution Date (including any Distribution Date following
a delinquency in the payment of the Balloon Payment or the foreclosure of the Trust Loan or acceptance by the Trustee on behalf
of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Trust Loan), shall
be equal to the scheduled monthly payment of interest that would have been due in respect of the Trust Loan on its Maturity Date
(excluding Default Interest) and each subsequent Payment Date (or Assumed Payment Date) if the Trust Loan had been required to
continue to accrue interest in accordance with its terms (other than Default Interest), in effect immediately prior to, and without
regard to the occurrence of the Maturity Date or after the occurrence of a foreclosure of the Mortgage Loan or acceptance by the
Trustee of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan, in respect of the Trust Loan on the last
Payment Date (or Assumed Payment Date) prior to its foreclosure or acceptance of a deed-in-lieu, in each case as such terms may
have been modified, and such Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding involving
the Borrower or otherwise or a modification, waiver or amendment granted or agreed to by the Servicer or Special Servicer.


 


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


 


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


 


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


 


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


 


“Available
Funds”: On each Distribution Date, an amount equal to (i) all amounts (other than Yield Maintenance Premiums and Yield
Maintenance Default Premiums) received in respect of the Mortgage Loan during the related Collection Period or advanced in respect
of interest with respect to such Distribution Date (including, without limitation, any Repurchase Price for the Trust Loan or
purchase price of the Mortgage Loan received by the Trust, Condemnation Proceeds, Insurance Proceeds and/or Liquidation Proceeds
received by the Trust), plus (ii) with respect to the Distribution Date in March 2020, the Interest Deposit Amount remitted
by the Depositor to the Interest Reserve Account, plus (iii) if such Distribution Date is 


 



    -9-


     

    

 


the Distribution Date occurring
in March of each year (or February, if such Distribution Date is the final Distribution Date), Withheld Amounts to be withdrawn
from the Interest Reserve Account for such Distribution Date, minus (iv) an amount equal to the applicable Withheld Amount
in the case of the February Distribution Date and any January Distribution Date occurring in a year that is not a leap year (unless,
in either case, such Distribution Date is the final Distribution Date), minus (v) Trust Fund Expenses, any portion of amounts
received in respect of the Mortgage Loan that are required to be distributed to the Companion Loan Holders pursuant to the terms
of the Co-Lender Agreement and any other Available Funds Reduction Amount for such Distribution Date.


 


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


 


“B
Note”: The promissory note designated as B.


 


“Balloon
Payment”: The payment of the outstanding principal balance of the Mortgage Loan, Trust Loan or a Companion Loan, as
applicable, together with all unpaid interest, due and payable on the Maturity Date or such other date on which the outstanding
principal balance of the Mortgage Loan, the Trust Loan or the Companion Loans become due and payable, whether by declaration of
acceleration, or otherwise.


 


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


 


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


 


“Borrower”:
As defined in the Introductory Statement.


 






    -10-


     

    

 


“Borrower
Affiliate”: Any of the Borrower, the Borrower Sponsor, the Manager, the general partner or managing member of any of
the foregoing or any of their respective Control Affiliates or agents.


 


“Borrower
Sponsor”: HNA Group North America LLC.


 


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


 


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


 


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


 


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


 


“Certificate”:
Any Class B, Class X-B, Class C, Class D, Class E, Class F, Class G, Class HRR, Class R and Class ELP Certificate.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, or any successor Certificate Administrator appointed as herein
provided. Wells Fargo Bank, National Association will perform its obligations through its Corporate Trust Services division.


 


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


 


“Certificate
Administrator Fee Rate”: With respect to the Trust Loan, a rate equal to 0.023500% per annum, calculated on the
same interest accrual basis as the Trust Loan. A portion of the Certificate Administrator Fee Rate shall constitute the Trustee
Fee Rate and shall be payable to the Trustee.


 


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


 


“Certificate
Balance”: With respect to each outstanding Class of Sequential Pay Certificates at any date, an amount equal to the
initial certificate balance of such Class as set


 



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 forth in the Introductory Statement less the sum of (a) all amounts distributed
to Certificateholders of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal
and (b) the aggregate amount of Realized Losses allocated to such Class of Certificates, on all previous Distribution Dates, if
any, pursuant to Section 4.1(g). With respect to any individual Certificate in any Class, the product of (x) the Percentage
Interest represented by such Certificate multiplied by (y) the Certificate Balance of such Class.


 


“Certificate
Interest Accrual Period”: With respect to any Distribution Date and with respect to each Class of Regular Certificates,
the calendar month preceding the month in which such Distribution Date occurs.


 


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


 


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


 



    -12-


     

    

 


 Certificate Administrator), the Borrower, a Borrower Affiliate, the Manager,
or any sub-servicer to determine whether a Certificate is beneficially owned by an Affiliate of any of them.


 


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


 


“Certificateholder
Quorum Period”: A Certificateholder Quorum Period shall exist during such time as a Trust Loan Control Event has occurred
and is continuing but no Control Shift Event has occurred and is continuing.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class
ELP Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form
set forth in Exhibit A-10 hereto and 


 



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designated as a Class ELP Certificate, which shall only be issued as Definitive Certificates.
The Class ELP Certificates do not have a Pass-Through Rate or Certificate Balance.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Class
X Certificates”: The Class X-B Certificates.


 


“Class
X Strip Rate”: For any Distribution Date, for the Class B Certificates and Class C Certificates will equal the excess
of (a) the WAC Rate for such Distribution Date over (b) the Pass-Through Rate for each such Class of Certificates for such Distribution
Date.


 


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


 


“Class
X-B Notional Amount”: The Certificate Balance of the Class B and Class C Certificates.


 


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


 


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


 


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


 


“Closing
Date”: February 5, 2020.


 


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


 


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


 






    -15-


     

    

 


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


 


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


 


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


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


“Companion
Loan A Notes”: The promissory notes designated as A-2 and A-3.


 


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


 


“Companion
Loan Distribution Account”: As defined in Section 3.4(a).


 


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


 


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


 


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


 


“Companion
Loan Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion
Loan as to which any Companion Loan Securities exist, confirmation in writing (which may be in electronic form) by each applicable
Companion Loan Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result
in the downgrade, withdrawal or qualification of the then current rating assigned to any class of such Companion Loan Securities
(if then rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment
from a Companion Loan Rating Agency indicating its decision not to review or declining to review the matter for which the Companion
Loan Rating Agency Confirmation is sought (such written notice, a “Companion Loan Rating Agency Declination”),
or as otherwise provided in Section 3.28(b) of this Agreement, the requirement for the Companion Loan Rating Agency Confirmation
from the applicable Companion Loan Rating Agency with respect to such


 



    -16-


     

    

 


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


 


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


 


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


 


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


 


“Control
Affiliate”: As to any particular Person, any Person, directly or indirectly through one or more intermediaries, Controlling,
Controlled by or under common Control with, such Person in question. As used solely in this definition of “Control Affiliate”,
“Control” means (a) the ownership, directly or indirectly, in the aggregate of 25% or more of the beneficial ownership
interests of an entity, or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of an entity, whether through the ability to exercise voting power, by contract or otherwise. “Controlled by,”
“Controlling” and “under common Control with” have the respective correlative meanings to such terms.
The Trustee and/or the Certificate Administrator may obtain and rely upon a certification of the Borrower or the Borrower Sponsor,
as applicable, to determine whether any Person is a Control Affiliate.


 






    -17-


     

    

 


The
“Control Eligible Certificates” will be any of the Class G and Class HRR Certificates. No other Class of Certificates
will be eligible to act as a Controlling Class or appoint the Directing Certificateholder. If a Trust Loan Consultation Termination
Event has occurred, there will be no Controlling Class and no Directing Certificateholder, nor will there be any other Directing
Holder unless and until a Control Shift Event has occurred and is continuing.


 


“Control
Shift Event”: A Control Shift Event shall exist at any time that (i) the Class C Certificates have an outstanding Certificate
Balance (as notionally reduced by any Trust Appraisal Reduction Amounts allocable to such class) that is 25% or less of the initial
Certificate Balance of such Class of Certificates, (ii) the Directing Certificateholder or a majority of the controlling class
certificateholders (by Certificate Balance) is a Borrower Affiliate or (iii) a Control Shift Event is deemed to occur under Section
9.1(f).


 


“Controlling
Class”: As of any time of determination the most subordinate Class of Control Eligible Certificates then outstanding
that has an aggregate Certificate Balance, as notionally reduced by any Appraisal Reduction Amounts allocable to such Class, that
is at least equal to 25% of the initial Certificate Balance of that Class or, if no Class of Control Eligible Certificates meets
the preceding requirement, the Class G Certificates until the occurrence of a Trust Loan Consultation Termination Event. The Controlling
Class as of the Closing Date will be the Class HRR Certificates.


 


“Controlling
Class Certificateholder”: Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Servicer, the
Special Servicer or the Operating Advisor may from time to time request (the cost of which being an expense of the Trust) that
the Certificate Administrator provide a list of the Holders (or Beneficial Owners, if applicable) of the Controlling Class and
the Certificate Administrator shall promptly provide such list without charge to such Trustee, Servicer, Special Servicer or Operating
Advisor, as applicable. The Trustee, the Servicer, the Special Servicer and the Operating Advisor shall be entitled to rely on
any such list so provided. Notwithstanding the foregoing, for purposes of determining the Directing Certificateholder, exercising
any rights of the Controlling Class or the Directing Certificateholder or receiving Asset Status Reports or any other information
under this Agreement other than Distribution Date Statements, any holder of any interest in a Controlling Class Certificate who
is a Borrower Affiliate, the Manager or an agent or Affiliate of the foregoing, or is a Restricted Party, will not be deemed to
be a Holder of the related Controlling Class and will not be entitled to exercise such rights or receive such information, and
any Directing Certificateholder previously appointed or selected by such holder will thereafter not be entitled to exercise any
rights of the Directing Certificateholder. If, as a result of the preceding sentence, no Holder of Controlling Class Certificates
would be eligible to exercise such rights, there will be no Directing Certificateholder or Controlling Class.


 


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


 


“Corporate
Trust Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable,
at which at any particular time its corporate trust business shall be administered, which office at the date of the execution
of this Agreement is located (i) with respect to Certificate transfers and surrenders, at 600 South 4th Street, 7th Floor


 



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 MAC
N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer Services (CMBS) – Trustee JPMCC 2020-LOOP and (ii)
for all other purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services (CMBS) –
JPMCC 2020-LOOP, or the principal corporate trust office of any successor Trustee or Certificate Administrator, as applicable,
qualified and appointed pursuant to Section 8.8.


 


“Credit
Risk Retention Compliance Agreement”: As defined in Section 3.31(a).


 


“Credit
Risk Retention Rules”: The Credit Risk Retention regulations, 79 Fed. Reg. 77601, pages 77740-77766 (Dec. 24, 2014),
jointly promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the
Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission, and the Department
of Housing and Urban Development (the “Agencies”) (which such joint final rule has been codified, inter
alia, at 12 C.F.R. § 43) to implement the credit risk retention requirements under Section 15G of the Securities Exchange
Act of 1934 (as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), as such regulations may
be amended from time to time by such Agencies, and subject to such clarification and interpretation as have been provided by such
Agencies, whether in the adopting release, or as may be provided by any such Agency or its staff from time to time, in each case,
as effective from time to time as of the applicable compliance date specified therein.


 


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


 


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


 






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


 


“CREFC®
Bond Level File”: The monthly report substantially in the form of, and containing the information called for in,
the downloadable form of the “Bond Level File” available as of the Closing Date on the CREFC® Website,
or such other form for the presentation of such information and containing such additional information as may from time to time
be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”: The report substantially in the form of, and containing the information called for in,
the downloadable form of the “Collateral Summary File” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Certificate Administrator.


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


“CREFC®
Loan Level Reserve/LOC Report”: The monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the “Loan Level Reserve LOC Report” available as of the Closing Date on the
CREFC® Website, or such other form for the presentation of such information and containing such additional information
as may from time to time be recommended by the CREFC® for commercial mortgage securities transactions generally
and is reasonably acceptable to the Servicer.


 


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


 


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


 


“CREFC®
Loan Periodic Update File”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan


 



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 Periodic Update File” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from
time to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


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


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in,
the downloadable form of the “NOI Adjustment Worksheet” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is acceptable
to the Servicer or the Special Servicer, as applicable, and in any event, shall present the computations made in accordance with
the methodology described in such form to “normalize” the full year and year-to-date net operating income and debt
service coverage numbers used in the other reports required by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”: A report prepared with respect to the Property substantially in the form
of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report”
available as of the Closing Date on the CREFC® Website or in such other form for the presentation of such information
and containing such additional information as may from time to time be recommended by the CREFC® for commercial
mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 


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


 


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


 


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


 



    -22-


     

    

 


Report” available as of the Closing Date on the CREFC®
Website, or in such other form for the presentation of such information and containing such additional information as may from
time to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


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


 


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


 


(ii)       the
following nineteen supplemental reports and templates: (i) CREFC® Comparative Financial Status Report, (ii) CREFC®
Delinquent Loan Status Report, (iii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC® NOI Adjustment Worksheet,
(vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch List, (viii) CREFC® Loan
Level Reserve/LOC Report, (ix) CREFC® Advance Recovery Report, (x) CREFC® Total Loan Report, (xi)
CREFC® Appraisal Reduction Template, (xii) CREFC® Servicer Realized Loss Template, (xiii) CREFC®
Reconciliation of Funds Template, (xiv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template,
(xv) CREFC® Historical Liquidation Loss Template, (xvi) CREFC® Interest Shortfall Reconciliation
Template, (xvii) CREFC® Loan Liquidation Report, (xviii) CREFC® REO Liquidation Report and (xix)
CREFC® Loan Modification Report, as such reports may be amended, updated or supplemented from time to time.


 


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


 


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


 


“CREFC®
Servicer Watch List”: For any Determination Date, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC®
Website, or in such other final form for the presentation of such information and containing such additional information
as may from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions
generally and, insofar as it requires the presentation


 



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 of information in addition to that called for by the form of the “Servicer
Watch List” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


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


 


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


 


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


 


“Current
Interest Distribution Amount”: With respect to any Distribution Date for (x) any Regular Certificate, interest accruing
during the related applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest
Accrual Period on the outstanding Certificate Balance or Notional Amount of such Certificate as of the prior Distribution Date
(after giving effect to distributions of principal and allocations of Realized Losses on such prior Distribution Date), and (y)
any Uncertificated Lower-Tier Interest, interest accruing during the applicable Certificate Interest Accrual Period at the applicable
Pass-Through Rate for such Certificate Interest Accrual Period on the then outstanding Lower-Tier Principal Amount of such Class
as of the prior Distribution Date (after giving effect to distributions of principal and allocations of Realized Losses on such
prior Distribution Date).


 


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


 


“Cut-off
Date”: February 1, 2020.


 


“Default
Interest”: With respect to any Payment Date, upon the occurrence and during the continuance of a Mortgage Loan Event
of Default, interest accrued on the Trust Loan or Mortgage Loan, as applicable, at the excess of the Default Rate over the applicable
Note Rate during the related Mortgage Loan Interest Accrual Period on the outstanding principal balance of such Note and, to the
extent permitted by law, all accrued and unpaid interest on the Trust Loan or Mortgage Loan, as applicable, any other amounts
then due and payable pursuant to the Mortgage Loan Documents, calculated from the date such payment was due without regard to
any grace or cure periods.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Determination
Date”: With respect to each Distribution Date, the first (1st) day of the calendar month in which such Distribution
Date occurs or, if such first (1st) day is not a Business Day, the immediately succeeding Business Day.


 


“Directing
Certificateholder”: The initial Directing Certificateholder shall be Prima Capital Advisors LLC, as agent for its managed
account. Thereafter, the Directing Certificateholder shall be the Controlling Class Certificateholder (or its representative)
as identified to the Certificate Administrator selected by the Majority Controlling Class Certificateholders, as determined by
the Certificate Registrar from time to time. No Borrower Affiliate may be appointed as or act as a Directing Certificateholder.


 


“Directing
Holder”: The Directing Holder shall be (i) for so long as no Control Shift Event is continuing, the Directing Certificateholder
and (ii) during the continuance of a Control Shift Event, the holder of Note A-2 (or a “directing certificateholder”,
“controlling class representative” or any analogous party for the Note A-2 Securitization).


 


“Directing
Holder Asset Status Report Approval Process” As defined in Section 3.10(i).


 


“Directly
Operate”: With respect to any Foreclosed Property, the furnishing or rendering of services to the tenants thereof, that
are not customarily provided to tenants in 


 



    -25-


     

    

 


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


 


“Disclosable
Special Servicer Fees”: With respect to the Mortgage Loan or any Foreclosed Property, any compensation and other remuneration
(including, without limitation, in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing
arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without
limitation, the Trust, the Borrower, the Manager, any guarantor, any indemnitor or any other Borrower Affiliate in respect of
the Mortgage Loan or any of their Affiliates and any purchaser of the Mortgage Loan, the Companion Loan or Foreclosed Property)
in connection with the disposition, workout or foreclosure of the Mortgage Loan, the management or disposition of any Foreclosed
Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement,
other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled
pursuant to Section 3.17 of this Agreement; provided, that any compensation and other remuneration that the Servicer
or Certificate Administrator is permitted to receive or retain pursuant to this Agreement in connection with its duties in such
capacity will not be Disclosable Special Servicer Fees.


 


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


 


“Disqualified
Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S.
Person that holds such Class R Certificate in connection with the conduct of a trade or business within the United States and
has furnished the transferor and the Certificate Administrator with an effective IRS Form W-8ECI or other prescribed form or (ii)
a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel of a nationally
recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance with the requirements
of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate will not be disregarded
for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Disqualified
Organization”: Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other
than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the FHLMC, a majority
of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization
or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by chapter 1 of the
Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined
in


 



    -26-


     

    

 


 Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain farmers’ cooperatives described
in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e)
any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer
of a Class R Certificate to such Person may cause either the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a
REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International
Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.


 


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


 


“Distribution
Date”: The fourth Business Day after the Determination Date, beginning in March 2020. The first Distribution Date is
expected to be March 6, 2020.


 


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


 


“Due
Diligence Service Provider”: As defined in Section 8.15(b).


 


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


 


“Eligible
Institution”: (a) Wells Fargo Bank provided that the long-term unsecured debt obligations of Wells Fargo Bank are rated
at least “A2” by Moody’s (or such other rating confirmed in a Rating Agency Confirmation), and the short-term
unsecured debt obligations of Wells Fargo Bank are rated at least “P-1” by Moody’s (or such other rating confirmed
in a Rating Agency Confirmation), (b) a depository institution or trust company insured by the Federal Deposit Insurance Corporation,
the short term unsecured debt obligations or commercial paper of which are rated at least “P-1” by Moody’s (or
such other rating confirmed in a Rating Agency Confirmation) and in the case of letters of credit or accounts in which funds are
held for thirty (30) days or less (or, in the case of accounts in which funds are held for more than thirty (30) days, the long-term
unsecured debt obligations of which are rated at least “A2” by Moody’s (or such other rating confirmed in a
Rating Agency Confirmation) in the case of letters of credit or accounts in which funds are held for more than thirty (30) days,
(c)


 



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 KeyBank, provided that (i) KeyBank’s short term unsecured debt obligations, deposits or commercial paper of which
are rated at least “P-1” by Moody’s if the deposits are to be held in the account for 30 days or less (or such
other rating confirmed in a Rating Agency Confirmation) and (ii) KeyBank’s long-term unsecured debt obligations or deposit
rating is at least “A2” by Moody’s if the deposits are to be held in the account for more than 30 days (or such
other rating confirmed in a Rating Agency Confirmation) or (d) an account maintained with any other insured depository institution
that is the subject of a Rating Agency Confirmation, from the Rating Agency for which the minimum rating is not met, with respect
to any account listed in the clauses above, or from the Rating Agency, with respect to any account other than one listed in the
clauses above.


 


“Eligible
Operating Advisor”: An entity (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities
transaction rated by the Rating Agency (including, in the case of the Operating Advisor, this transaction) but has not been special
servicer or operating advisor on a transaction for which the Rating Agency has qualified, downgraded or withdrawn its rating or
ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer or operating
advisor, as applicable, as the sole or a material factor in such rating action; (b) that can and will make the representations
and warranties of the Operating Advisor set forth in Section 2.8, including to the effect that it possesses sufficient
financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust; (c) that
is not (and is not Risk Retention Affiliated with) the Depositor, the Trust Loan Seller, the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer, any Borrower Affiliate, the Third-Party Purchaser, the Directing Holder, or any of their respective
Risk Retention Affiliates; (d) that has not been paid by the Special Servicer or successor special servicer any fees, compensation
or other remuneration (x) in respect of its obligations hereunder or (y) for the appointment or recommendation for replacement
of a successor special servicer to become a special servicer under this Agreement; (e) that (x) has been regularly engaged in
the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five (5) years
of experience in collateral analysis and loss projections and (y) has at least five (5) years of experience in commercial real
estate asset management and experience in the workout and management of distressed commercial real estate assets; and (f) that
does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest
in any Certificates, the Mortgage Loan or otherwise have any financial interest in the securitization transaction to which this
Agreement relates, other than in fees from its role as Operating Advisor.


 


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


 


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


 


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


 


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


 






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


 


“Excess
Liquidation Proceeds”: As defined in Section 3.15(i).


 


“Excess
Liquidation Proceeds Option”: As defined in Section 3.15(i).


 


“Excess
Liquidation Proceeds Option Holder”: As defined in Section 3.15(i).


 


“Excess
Liquidation Purchase Price”: Without duplication, the sum of (i) the unpaid principal balance of the Trust Loan, (ii)
accrued and unpaid interest on the Trust Loan at the Note Rate (exclusive of the Default Rate) to and including the last day of
the Mortgage Loan Interest Accrual Period in which the purchase is to occur, (iii) the Trust’s Proportionate Share of unreimbursed
Property Protection Advances and interest on such Advances, as well as any additional portion of unreimbursed Property Protection
Advances and interest on such Advances that the Trust, as the holder of the Trust Loan, is required to bear or reimburse the Companion
Loan Holders for under the Co-Lender Agreement, (iv) any interest accrued on any Monthly Payment Advance made on the by a party
to this Agreement at the rate specified herein, as well as any portion of any monthly payment advances made by a party to the
servicing agreement(s) governing the securitization(s) of the Companion Loans that the Trust, as the holder of the Trust Loan,
is required to bear or reimburse the Companion Loan Holders for under the Co-Lender Agreement (v) any unpaid additional Trust
Fund Expenses, as well as any portion of any unpaid additional trust fund expenses with respect to any other securitization trust(s)
that include one or more companion loans) that the Trust, as the holder of the Trust Loan, is required to bear or reimburse the
Companion Loan Holders for under the Co-Lender Agreement and (vi) any other expenses reasonably incurred or expected to be incurred
by the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee or the Operating Advisor arising
out of the sale of the Foreclosed Property, including Liquidation Fees, as well as any portion of any such expenses incurred by
similar parties under the servicing agreement(s) governing the securitization(s) of the Companion Loan that the Trust, as the
holder of the Trust Loan, is required to bear or reimburse the Companion Loan Holders for under the Co-Lender Agreement.


 


“Excess
Liquidation Reference Amount”: Without duplication, the sum of (i) the unpaid principal balance of the Mortgage Loan,
(ii) accrued and unpaid interest on the Mortgage Loan at the Note Rate (exclusive of the Default Rate) to and including the last
day of the related Mortgage Loan Interest Accrual Period in which the purchase is to occur, (iii) unreimbursed Property Protection
Advances together with interest on such Advances, (iv) any interest accrued on any Monthly Payment Advance made by a party to
this Agreement at the rate specified herein, as well as any monthly payment advances made by a party to the servicing agreement(s)
governing the securitization(s) of the Companion Loans, (v) any unpaid additional Trust Fund Expenses, as well as any unpaid additional
trust fund expenses with respect to any other securitization trust(s) that include one or more Companion Loans), and (vi) any
other expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Trustee or the Operating Advisor arising out of the sale of the Foreclosed Property, including Liquidation
Fees, as well as any such expenses incurred by similar parties under the servicing agreement(s) governing the securitization(s)
of the Companion Loan.


 






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


 


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


 


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


 


“Final
Asset Status Report”: With respect to the Specially Serviced Mortgage Loan, the initial Asset Status Report (together
with such other data or supporting information provided by the Special Servicer to the Directing Holder that does not include
any communication (other than the related Asset Status Report) between the Special Servicer and the Directing Holder with respect
to such Specially Serviced Mortgage Loan) required to be delivered by the Special Servicer by the Initial Delivery Date or any
Subsequent Asset Status Report, in each case, in the form fully approved or deemed approved, if applicable, by the Directing Holder
pursuant to the Directing Holder Asset Status Report Approval Process following completion of the ASR Consultation Process. For
the avoidance of doubt, the Special Servicer may issue more than one Final Asset Status Report with respect to the Specially Serviced
Mortgage Loan in accordance with the procedures described in Section 3.10(i). Each Final Asset Status Report will be labeled
or otherwise identified or communicated as being final.


 


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


 


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


 


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


 


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


 


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


 


“Foreclosure
Proceeds”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or
the Trustee, received in respect of any


 



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 Foreclosed Property (including, without limitation, proceeds from the operation or rental
of such Foreclosed Property) prior to the final liquidation of the Foreclosed Property.


 


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


 


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


 


“Grantor
Trust”: A segregated asset pool within the Trust Fund treated as a “grantor trust” under subpart E, part
I of subchapter J of the Code, consisting of the assets described in the Preliminary Statement hereto.


 


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


 


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


 


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


 


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


 


“Independent
Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the Property or Foreclosed Property is located certifies or licenses appraisers, is certified
or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal of comparable properties
in the geographic area in which the Property is located.


 


“Independent
Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Lower-Tier REMIC or the Upper-Tier REMIC within the meaning of Section 856(d)(3) of the
Code if such Trust REMIC were a real estate investment trust (except that the ownership test set forth in that Section of the
Code shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or
35% or more of the aggregate value of all Classes of Certificates or such other interest in the Certificates as is set forth in
an Opinion of Counsel, which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer,
the Operating Advisor or the Trust Fund, be delivered to the Trustee, the Certificate Administrator, the Special Servicer, the
Servicer or the Operating Advisor on behalf of the Trustee); provided that neither the Lower-Tier REMIC nor the Upper-Tier
REMIC receives or derives any income from such Person and the relationship between such Person and such Trust REMIC is at arm’s
length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Special
Servicer or the Servicer) if the Trustee, the Certificate Administrator and the Operating Advisor (or the Servicer or the Special
Servicer on


 



    -31-


     

    

 


 behalf of the Trustee) has received an Opinion of Counsel which shall, at no expense to the Trustee, the Certificate
Administrator, the Special Servicer, the Servicer (unless the Special Servicer or the Servicer is providing the Opinion of Counsel
with respect to itself), the Operating Advisor or the Trust Fund, be to the effect that the taking of any action in respect of
any Foreclosed Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to
be taken by an Independent Contractor will not cause such Foreclosed Property to cease to qualify as “foreclosure property”
within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section
860D(a) of the Code), or cause any income realized in respect of such Foreclosed Property to fail to qualify as Rents from Real
Property.


 


“Initial
Delivery Date”: As defined in Section 3.10(i).


 


“Initial
Purchaser”: JPMS.


 


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


 


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


 


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


 


“Interest
Deposit Amount”: An amount equal to one day’s interest at the related Net Trust Note Rate on the outstanding principal
balance of the Trust Loan as of the Cut-off Date, which equals $14,276.71.


 


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


 


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


 


“Interest
Shortfall”: With respect to any Distribution Date for any Class of Regular Certificates or Uncertificated Lower-Tier
Interests, the amount by which the Current


 



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 Interest Distribution Amount for such Class of Certificates and Distribution Date exceeds
the portion actually paid in respect of such Class on such Distribution Date.


 


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


 


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


 


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


 


“Investment
Representation Letter”: A letter substantially in the form attached hereto as Exhibit P.


 


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


 


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


 


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


 


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


 


“IRS”:
The Internal Revenue Service.


 


“JPMCB”:
As defined in the Introductory Statement.


 






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


 


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


 


“KeyBank”:
KeyBank National Association, a national banking association, and its successors in interest.


 


“Leasing
Listing Agreement”: That certain Leasing Listing Agreement, dated as of November 7, 2013, by and between the Borrower,
as owner (being the successor to SPUS6 181 West Madison, LLC), and the Manager, as broker, as amended by an amendment thereto
dated as of March 15, 2017 and a second amendment thereto dated as of September 29, 2017, and as assigned by the Borrower by that
certain assignment of leasing agreement and subordination of leasing fees, dated November 27, 2019, to the Lender


 


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


 


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


 


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


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to the Liquidated Property or the liquidation of the Specially
Serviced Mortgage Loan, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff
or other liquidation of the Specially Serviced Mortgage Loan or the Property, as to which the Special Servicer receives any Liquidation
Proceeds, equal to the product of the Liquidation Fee Rate and the related Net Liquidation Proceeds; provided that any
such Liquidation Fee shall be reduced by any Net Modification Fees paid by the Borrower with respect to the Specially Serviced
Mortgage Loan or the Property that were received and retained by the Special Servicer in the prior 12 months, but only to the
extent those Net Modification Fees have not previously been deducted from a Work-out Fee or Liquidation Fee; and provided,
further, that the Special Servicer shall not be entitled to receive a Liquidation Fee in connection with (i) the repurchase
of the Trust Loan by the Trust Loan Seller pursuant to the Trust Loan Purchase Agreement (so long as such repurchase occurs within
the ninety (90) day time period required by the Trust Loan Purchase Agreement for the Trust Loan Seller to cure or repurchase
the Trust Loan (including any


 



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 applicable extended cure periods)) or (ii) a sale of all or any portion of the Mortgage Loan by
the Special Servicer to the Servicer or the Special Servicer or any Affiliate of the foregoing in accordance with Section 3.16.


 


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


 


“Liquidation
Proceeds”: Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or
the Certificate Administrator in connection with the liquidation of the Specially Serviced Mortgage Loan, the Trust Loan, any
Companion Loan, any Note or the Property, whether through judicial foreclosure, sale or otherwise, or in connection with the sale,
discounted payoff or other liquidation of the Mortgage Loan, the Trust Loan, any Companion Loan or any Note (other than amounts
required to be paid to the Borrower pursuant to law or the terms of the Mortgage Loan Agreement) including the proceeds of any
full, partial or discounted payoff of the Mortgage Loan, the Trust Loan, any Companion Loan or any Note (exclusive of any portion
of such payoff or proceeds that represents Default Interest).


 


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


 


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


 


“Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, (i) on or prior to the first Distribution
Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Introductory Statement to
this Agreement, and (ii) as of any date of determination after the first Distribution Date an amount equal to the Certificate
Balance of the Class of Related Certificates on the preceding Distribution Date (after giving effect to distribution of principal
and allocation of Realized Losses pursuant to Sections 4.1(b) and 4.3).


 


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


 


“Major
Decision”: Any of the following:


 


(i)       any
proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of a Foreclosed Property) of the
ownership of the Property;


 


(ii)      any
modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material
non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the Mortgage
Loan or any extension of the maturity date of the Mortgage Loan;


 


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


 






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


 


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


 


(vi)     any
waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or any consent
to such a waiver or consent to a transfer of the Property or interests in the Borrower or consent to the incurrence of additional
debt or mezzanine debt other than for which there is no material Lender discretion;


 


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


 


(viii)   releases
of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves other than those required
pursuant to the specific terms of the Mortgage Loan and for which there is no material lender discretion;


 


(ix)      any
acceptance of an assumption agreement releasing the Borrower from liability under the Mortgage Loan other than pursuant to the
specific terms of the Mortgage Loan and for which there is no material lender discretion;


 


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


 


(xi)      approval
of any Borrower plan of bankruptcy;


 


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


 


(xiii)    any
modification, waiver or amendment of the Co-Lender Agreement, or any action to enforce rights (or decision not to enforce rights)
with respect to such Co-Lender Agreement;


 


(xiv)   approving
annual budgets (to the extent lender approval is required) if the debt service coverage ratio on the basis of the Mortgage Loan
is


 



    -36-


     

    

 


 below 2.0x that provide for operating expenses equal to more than 110% of the amount that was budgeted therefor in the prior
year; or


 


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


 


“Major
Decision Reporting Package”: As defined in Section 9.3(a).


 


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


 


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


 


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


 


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


 


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


 


“Maturity
Date”: The Scheduled Maturity Date or such other date on which the outstanding principal balance of the Mortgage Loan
becomes due and payable, whether by declaration of acceleration, or otherwise.


 


“Modification
Fees”: With respect to the Mortgage Loan, any and all fees with respect to a modification, extension, waiver or amendment
that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing) agreed to
by the Servicer or the Special Servicer (other than all Assumption Fees, Assumption Application Fees, defeasance fees, consent
fees, Special Servicing Fees, Liquidation Fees or Work-out Fees). With respect to each of the Servicer and the Special Servicer,
in no event shall either Person be permitted to collect and retain as compensation Modification Fees by such Person from the Borrower
(taken in the aggregate with any other Modification Fees collected and earned by such Person from the Borrower) in an aggregate
amount in excess of $2,000,000 (i.e., shall be subject to an aggregate cap of $2,000,000.


 


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


 


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


 






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“Moody’s”:
Moody’s Investors Service, Inc., and its successors-in-interest.


 


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


 


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


 


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


 


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


 


“Mortgage
Loan Consultation Termination Event”: A Mortgage Loan Consultation Termination Event shall exist at any time that both
(i) a Control Shift Event is continuing and (ii) one or more of the following is true: (a) a “consultation termination event”
or analogous concept under the Note A-2 Securitization is continuing, or (b) the holder of Note A-2 (or a “directing certificateholder”,
“controlling class representative” or any analogous party, or a majority of holders entitled to appoint such party,
for the Note A-2 Securitization) is a Borrower Affiliate.


 


“Mortgage
Loan Control Event”: A Mortgage Loan Control Event shall exist at any time that both (i) a Control Shift Event is continuing
and (ii) one or more of the following is true: (a) a “control termination event” or analogous concept under the Note
A-2 Securitization is continuing, or (b) the holder of Note A-2 (or a “directing certificateholder”, “controlling
class representative” or any analogous party, or a majority of holders entitled to appoint such party, for the Note A-2
Securitization) is a Borrower Affiliate.


 


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


 


“Mortgage
Loan Documents”: All documents executed or delivered by the Borrower (or its Affiliates) evidencing or securing the
Mortgage Loan and any amendment thereof or thereafter or subsequently added to the Mortgage File, including without limitation
the Mortgage Loan Agreement. For the avoidance of doubt, the Mortgage Loan Documents shall not include the Securitization Indemnification
Agreements, and the rights of the Trust Loan Seller and other parties to the Securitization Indemnification Agreements thereunder
will not be part of the Trust Fund.


 


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


 


“Mortgage
Loan Interest Accrual Period”: With respect to any Payment Date and each Note, the period commencing on and including
the first day of the calendar month immediately preceding the month in which such Payment Date occurs and ending on and including
the last day of the calendar month immediately preceding such Payment Date.


 


“Mortgage
Loan Purchase Price”: An amount (without duplication) generally equal to the sum of (i) the unpaid principal balance
of the defaulted Mortgage Loan, (ii) accrued and unpaid interest on each Note at the related Note Rate through and including the
last day of


 



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 the related Mortgage Loan Interest Accrual Period in which the repurchase is to occur, (iii) unreimbursed Property
Protection Advances and Administrative Advances and fees and amounts owed to the Servicer, the Special Servicer, the Certificate
Administrator, the Operating Advisor and the Trustee together with interest on Advances, (iv) an amount equal to the sum of (A)
all interest on outstanding Monthly Payment Advances and (B) all interest on and all unreimbursed Companion Loan Advances and
(v) any unpaid Trust Fund Expenses and any amounts owed to the parties to this Agreement or any Other Pooling and Servicing Agreement
with respect to the related Companion Loan.


 


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


 


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


 


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


 


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


 


“Net
Trust Note Rate”: With respect to any Trust Note and any Distribution Date, the annualized rate at which interest would
have to accrue in respect of such Trust Note on the basis of a 360-day year consisting of twelve 30-day months in order to produce
the aggregate amount of interest (net of interest at the Servicing Fee Rate applicable to the Trust Loan, the Certificate Administrator
Fee Rate (including the portion that is the Trustee Fee), the Operating Advisor Fee Rate and the CREFC® Intellectual
Property Royalty License Fee Rate and exclusive of any rate at which Default Interest accrues on such Trust Note) actually accrued
on such Trust Note during the related Mortgage Loan Interest Accrual Period; provided, however, that for purposes
of calculating Pass-Through Rates, each Net Trust Note Rate shall be determined without regard to any modification, waiver or
amendment of the terms of the Trust Loan, whether agreed to by the Servicer, the Special Servicer or resulting from a bankruptcy,
insolvency or similar proceeding involving the Borrower, or otherwise; provided, further, however, that (i)
the Net Trust Note Rate for the Mortgage Loan Interest Accrual Period preceding the Payment Dates in (a) January and February
in each year that is not a leap year or (b) February only in each year that is a leap year (in the case of either (a) or
(b), unless the 


 



    -39-


     

    

 


related Distribution Date is the final Distribution Date), shall be the annualized rate at which interest
would have to accrue in respect of such Trust Note on the basis of a 360-day year consisting of twelve 30-day months in order
to produce the aggregate amount of interest (net of interest at the Servicing Fee Rate applicable to the Trust Loan, the Certificate
Administrator Fee Rate (including the portion that is the Trustee Fee), the Operating Advisor Fee Rate and the CREFC®
Intellectual Property Royalty License Fee Rate and exclusive of any rate at which Default Interest accrues on such Trust
Note) actually accrued on such Trust Note during such Mortgage Loan Interest Accrual Period, minus the applicable Withheld Amounts
and (ii) the Net Trust Note Rate for the Mortgage Loan Interest Accrual Period preceding the Payment Date in March (or February,
if the related Distribution Date is the final Distribution Date), shall be the annualized rate at which interest would have to
accrue in respect of such Trust Note on the basis of a 360-day year consisting of twelve 30-day months in order to produce the
aggregate amount of interest (net of interest at the Servicing Fee Rate applicable to the Trust Loan, the Certificate Administrator
Fee Rate (including the portion that is the Trustee Fee), the Operating Advisor Fee Rate and the CREFC® Intellectual
Property Royalty License Fee Rate and exclusive of any rate at which Default Interest accrues on such Trust Note) actually accrued
on such Trust Note during the related Mortgage Loan Interest Accrual Period, plus the applicable Withheld Amounts and Interest
Deposit Amount.


 


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


 


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


 


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


 


“Nonrecoverable
Advance”: Any portion of an Advance previously made and not previously reimbursed, or proposed to be made, including
interest thereon, which, in accordance with Accepted Servicing Practices (in the case of the Servicer) or good faith and reasonable
business judgment (in the case of the Trustee) would not be ultimately recoverable from subsequent payments or collections (including
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds) in respect of the Mortgage Loan or the Property (in the case
of Property Protection Advances or Administrative Advances) or the Trust Loan (in the case of Monthly Payment Advances) or from
funds on deposit in the Collection Account pursuant to Section 3.4(c). The Trustee may rely conclusively upon a determination
of non-recoverability made by the Servicer. The Servicer or the Special Servicer may consider (among other things) the items listed
in Section 3.23(h) when making a determination regarding a Nonrecoverable Advance.


 


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


 






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


 


“Note
A-2 Securitization”: The securitization transaction, if any, that includes Note A-2.


 


“Note
Rate”: With respect to each Note, the per annum rate at which interest accrues on such Note as set forth in the
Mortgage Loan Agreement without giving effect to the Default Rate.


 


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


 


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


 


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


 


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


 


“Offering
Circular”: The Offering Circular, dated January 16, 2020, for the Certificates.


 


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


 


“Operating
Advisor”: Park Bridge, or any successor operating advisor appointed as herein provided.


 


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


 


“Operating
Advisor Consultation Event”: The event that occurs when the Certificate Balance of the Class HRR Certificates (as notionally
reduced by any Appraisal


 



    -41-


     

    

 


 Reduction Amounts allocable to such Class in accordance with Section 3.7(a) of this Agreement)
are equal to or less than 25% of the initial Certificate Balance of such Class.


 


“Operating
Advisor Consulting Fee”: A fee for each Asset Status Report and Major Decision on which the Operating Advisor has consultation
obligations and performed its duties with respect to such Asset Status Report or Major Decision equal to $10,000 (or such lesser
amount paid by the Borrower with respect to such Mortgage Loan), payable pursuant to Section 3.26(h) of this Agreement;
provided, however, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting
Fee with respect to any Asset Status Report or Major Decision; provided, further, that the Servicer or Special Servicer,
as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the Borrower if it determines
that such full or partial waiver is in accordance with Accepted Servicing Practices, but may in no event take any enforcement
action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection (provided
that the Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor
prior to any such waiver or reduction).


 


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


 


“Operating
Advisor Fee”: With respect to the Mortgage Loan, the fee payable to the Operating Advisor pursuant to Section 3.26(h).


 


“Operating
Advisor Fee Rate”: With respect to each Mortgage Loan, a per annum rate of 0.012030%.


 


“Operating
Advisor Standard”: The requirement that the Operating Advisor must act solely on behalf of the Trust and in the best
interest of, and for the benefit of, the Certificateholders (as a collective whole as if such Certificateholders constituted a
single lender), and not to any particular class of Certificateholders (as determined by the Operating Advisor in the exercise
of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that
the Operating Advisor or any of its Affiliates may have with the Borrower, the Manager, the Borrower Sponsor, the Trust Loan Seller,
the Depositor, the Servicer, the Special Servicer, the Directing Holder, any Certificateholder or any of their respective Affiliates.


 


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


 


(a)       any
failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of any of its representations or warranties under this Agreement, which failure continues unremedied for a period of thirty
(30) days after the date on which written notice of such failure,


 



    -42-


     

    

 


 requiring the same to be remedied, is given to the Operating
Advisor by any party to this Agreement or to the Operating Advisor, the Certificate Administrator and the Trustee by the holders
of Certificates having greater than 25% of the aggregate Voting Rights, provided that with respect to any such failure which is
not curable within such thirty (30) day period, the Operating Advisor will have an additional cure period of thirty (30) days
to effect such cure so long as it has commenced to cure such failure within the initial thirty (30) day period and has provided
the Trustee and the Certificate Administrator with an officer’s certificate certifying that it has diligently pursued, and
is continuing to pursue, such cure;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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“Origination
Date”: November 27, 2019.


 


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


 


“Other
Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements
of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer, operating advisor or depositor
under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form
10-D and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement;
and, with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act and
for the purposes of Sections 13.7, 13.8, 13.9 and 13.16 only, the trustee, certificate administrator,
master servicer, special servicer, operating advisor or depositor under the related Other Pooling and Servicing Agreement that
is responsible for the preparation and/or dissemination of periodic distribution date statements or similar reports, as identified
in writing to the parties to this Agreement.


 


“Other
Pooling and Servicing Agreement”: The applicable pooling and servicing agreement or other applicable comparable agreement
governing the creation of any Other Securitization Trust and the issuance of securities with respect to any Companion Loan (or
any portion thereof or interest therein).


 


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


 


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


 


“Pass-Through
Rate”: For the following Classes of Certificates, the related Pass-Through Rate set forth below, and for each Uncertificated
Lower-Tier Interest, the Net Trust Note Rate of the Trust Notes at which, in each case, interest accrues on the Certificate Balance,
Notional Amount or Lower-Tier Principal Amount, as applicable, of such Class as set forth in the Introductory Statement to this
Agreement.


 


	Class
                                         of Certificates

	Pass-Through
                                         Rate


	Class
    B Certificates	Class
    B Pass-Through Rate
	Class
    X-B Certificates	Class
    X-B Pass-Through Rate
	Class
    C Certificates	Class
    C Pass-Through Rate
	Class
    D Certificates	Class
    D Pass-Through Rate
	Class
    E Certificates	Class
    E Pass-Through Rate
	Class
    F Certificates	Class
    F Pass-Through Rate
	Class
    G Certificates	Class
    G Pass-Through Rate



 






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	Class
                                         of Certificates

	Pass-Through
                                         Rate


	Class
    HRR Certificates	Class
    HRR Pass-Through Rate


 


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


 


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


 


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


 


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


 


(i)        direct
obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States of America,
Fannie Mae, Freddie Mac or any agency or instrumentality of the United States of America, the obligations of 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 the Rating Agency to any Certificate as evidenced in writing, other than (a) unsecured senior debt obligations
of the U.S. Treasury (direct or fully funded obligations), U.S. Department of Housing and Urban Development public housing agency
bonds, Federal Housing Administration debentures, Government National Mortgage Association guaranteed mortgage-backed securities
or participation certificates, RefCorp debt obligations and SBA-guaranteed participation certificates and guaranteed pool certificates
and (b) Farm Credit System consolidated systemwide bonds and notes, Federal Home Loan Banks’ consolidated debt obligations,
Freddie Mac debt obligations, and Fannie Mae debt obligations;


 


(ii)       federal
funds, unsecured certificates of deposit, time deposits, banker’s acceptances, and repurchase agreements having maturities
of not more than 365 days of any commercial bank organized under the laws of the United States of America or any state thereof
or the District of Columbia, the short-term debt obligations of which are rated (a) in one of the following Moody’s rating
categories: a long-term rating of “A2” or a short-term rating of “P-1”, or (b) if not rated by the Rating
Agency, otherwise acceptable to the Rating Agency, and in any such case as confirmed in a Rating Agency Confirmation relating
to the Certificates;


 






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


 


(iv)      commercial
paper rated (a) in one of the following Moody’s rating categories: a long-term rating of “A2” or a short-term
rating of “P-1”, or (b) if not so rated by such Rating Agency, otherwise acceptable to the Rating Agency, and in any
such case as confirmed in a Rating Agency Confirmation relating to the Certificates;


 


(v)       any
money market fund that (a) has substantially all of its assets invested continuously in the types of investments referred to in
clause (i) above, (b) has net assets of not less than $5,000,000,000 and (c) has the highest rating obtainable from Moody’s
in its highest respective money market fund ratings category;


 


(vi)      the
Wells Fargo Advantage Heritage Money Market Fund, so long as it is rated by Moody’s in its highest respective money market
fund ratings category (or, if not rated by the Rating Agency, as otherwise acceptable to the Rating Agency as confirmed in a Rating
Agency Confirmation);


 


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


 


provided,
however, that each Permitted Investment qualifies as a “cash flow investment” pursuant to Section 860G(a)(6)
of the Code, and that (a) it shall have a predetermined fixed dollar of principal due at maturity that cannot vary or change and
(b) any such investment that provides for a variable rate of interest must have an interest rate that is tied to a single interest
rate index plus a fixed spread, if any, and move proportionately with such index; and provided, further, however,
that no such instrument shall be a Permitted Investment (a) if such instrument evidences principal and interest payments derived
from obligations underlying such instrument and the interest payments with respect to such instrument provide a yield to maturity
at the time of acquisition of greater than 120% of the yield to maturity at par of such underlying obligations, (b) if such instrument
may be redeemed at a price below the purchase price or (c) if such investment is purchased at a premium over par; and provided,
further, however, that no amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier REMIC (even if not
yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for federal
income tax purposes, unless the Servicer receives an Opinion of Counsel, at its own expense, to the effect that such investment
will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC. Permitted Investments may not
be interest-only securities. All investments shall mature or be redeemable upon the option of the holder thereof on or prior to
the earlier of (x) three months from the date of their purchase and (y) the Business Day preceding the day before the date such
amounts are required to be applied hereunder.


 


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


 






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


 


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


 


“Plan”:
As defined in Section 5.3(m).


 


“Prepayment
Premium”: Any Yield Maintenance Default Premium or other form of prepayment or Yield Maintenance Premium collected on
the Mortgage Loan.


 


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


 


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


 


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


 


“Principal
Distribution Amount”: For each Distribution Date, the sum of (i) the Regular Principal Distribution Amount for such
Distribution Date and (ii) the aggregate unpaid Principal Shortfalls in respect of prior Distribution Dates.


 


“Principal
Shortfall”: For each Distribution Date, the amount by which the Regular Principal Distribution Amount for such Distribution
Date exceeds the amount actually distributed in respect of principal to the Sequential Pay Certificates on such Distribution Date.


 


“Privileged
Communications”: Any correspondence between the Directing Holder and the Special Servicer referred to in clause (i)
of the definition of “Privileged Information”.


 


“Privileged
Information”: Any (i) correspondence between the Directing Holder, on the one hand, and the Trustee, the Servicer or
the Special Servicer, on the other hand, related to the Specially Serviced Mortgage Loan or the exercise of the Directing Holder’s
consent or 


 



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consultation rights under this Agreement, (ii) strategically sensitive information that the Special Servicer has reasonably
determined could compromise the Trust Fund’s position in any ongoing or future negotiations with the Borrower or other interested
party and (iii) information subject to attorney-client privilege; provided, however, that the Certificate Administrator
shall not be under any obligation to review whether any inquiry or response contains such direct communication with the Directing
Holder.


 


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


 


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


 


“Pro
Rata and Pari Passu Basis”: As defined in the Co-Lender Agreement.


 


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


 


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


 


“Qualified
Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements
applicable to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor or an Affiliate of the Operating
Advisor, (iii) is not


 



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 obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect
of its obligations under this Agreement, or (y) for the appointment of the successor special servicer or the recommendation by
the Operating Advisor for the replacement special servicer to become a Special Servicer, (iv) is not entitled to receive any compensation
from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation
that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor
for its appointment as successor special servicer, in each case, unless such fee is expressly approved by 100% of the Certificateholders
and (vi) confirms in writing that it was appointed to act as, and currently serves as, a special servicer on a transaction-level
basis on a CMBS transaction rated by Moody’s (as to which CMBS transaction there are outstanding CMBS rated by Moody’s)
and is not a special servicer that has been cited by Moody’s 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
rating downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination.


 


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


 


“RAC
Decision”: Any of the following actions:


 


(i)       any
action described in clauses (v), (vi), (vii) or (ix) of the definition of Major Decision;


 


(ii)      to
the extent not required pursuant to clause (i) above, any acceptance of an assumption agreement releasing the Borrower
from liability under the Mortgage Loan; and


 


(iii)     any
incurrence of direct or indirect additional debt by the Borrower or any mezzanine financing (or issuance of preferred equity that
is substantially equivalent to a mezzanine loan) by any beneficial owner of the Borrower other than pursuant to the specific terms
of the Mortgage Loan and for which there is no material lender discretion; provided that, for the avoidance of doubt, any PACE
Loan (as such term is defined in the Loan Agreement) will constitute a RAC Decision.


 


“Rated
Final Distribution Date”: The Distribution Date in December 2038.


 


“Rating
Agency”: Moody’s.


 


“Rating
Agency Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic form) by a Rating
Agency that a proposed action, failure to act or other specified event 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) immediately
prior to the occurrence of the action, failure to act or other event with respect to which Rating Agency Confirmation is sought,
which Rating Agency Confirmation may be obtained or deemed to be satisfied as set forth in Section 3.27 hereof; provided
that with respect to any matter affecting any Companion Loan, so long as such Companion Loan (or any portion thereof) is subject
to a securitization transaction, any Rating


 



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 Agency Confirmation shall also refer to the Companion Loan Rating Agency Confirmation
from each related Companion Loan Rating Agency to the extent provided in Section 3.28(b); provided, further,
that a written waiver (which may be in electronic form) or other acknowledgment from the Rating Agency indicating its decision
not to review or to decline to review the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy
the requirement for the Rating Agency Confirmation from the Rating Agency with respect to such matter. At any time during which
no Certificates are rated by a Rating Agency, no Rating Agency Confirmation shall be required from that Rating Agency.


 


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


 


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


 


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


 


“Record
Date”: With respect to each Distribution Date, the close of business on the last Business Day of the calendar month
preceding the month in which such Distribution Date occurs.


 


“Regular
Certificates”: The Class B, Class X-B, Class C, Class D, Class E, Class F, Class G and Class HRR Certificates.


 


“Regular
Principal Distribution Amount”: For each Distribution Date, the sum of (a) all amounts collected or advanced in respect
of principal with respect to the Trust Loan during the related Collection Period and (b) the principal portion of the Mortgage
Loan Purchase Price or Repurchase Price or any purchase price, all amounts received in respect of principal from Net Liquidation
Proceeds, Condemnation Proceeds or Insurance Proceeds or otherwise received in respect of principal on the Trust Loan.


 


“Regulation
AB”: Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such
may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Commission
or by the staff of the Commission, or as may be provided by the Commission or its staff from time to time. Each of the parties
hereto acknowledge that the Regulation AB provisions herein shall be construed as if the Certificates were publicly registered
and reporting were required at all times.


 


“Regulation
S”: Regulation S under the Act.


 


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


 






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


 


	Related
                                         Uncertificated Lower-Tier 

Interests

	Related
                                         Certificates


	Class
    LB Uncertificated Interest	Class
    B
	Class
    LC Uncertificated Interest	Class
    C
	Class
    LD Uncertificated Interest	Class
    D
	Class
    LE Uncertificated Interest	Class
    E
	Class
    LF Uncertificated Interest	Class
    F
	Class
    LG Uncertificated Interest	Class
    G
	Class
    LHRR Uncertificated Interest	Class
    HRR


 


“Relevant
Action”: As defined in Section 3.27(c).


 


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


 


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


 


“REMIC
Provisions”: Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections
860A through 860G of the Code and any related regulations or announcements promulgated thereunder by the U.S. Department of the
Treasury.


 


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


 


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


 


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


 


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


 


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


 






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“Repurchase
Price”: An amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Trust Loan, (ii)
accrued and unpaid interest on the Trust Loan at the weighted average of the Trust Note Rates (exclusive of the Default Rate)
to and including the last day of the related Mortgage Loan Interest Accrual Period in which the repurchase is to occur, (iii)
unreimbursed Property Protection Advances and Administrative Advances together with interest on Advances allocable to the Trust
Loan pursuant to the Co-Lender Agreement, (iv) an amount equal to all interest on outstanding Monthly Payment Advances, (v) any
unpaid Trust Fund Expenses allocable to the Trust Loan pursuant to the Co-Lender Agreement and (vi) any other out-of-pocket expenses
reasonably incurred or expected to be incurred by the Servicer, Special Servicer, Certificate Administrator, Trustee or Operating
Advisor arising out of the enforcement of the repurchase obligation. No Liquidation Fee shall be paid by the Trust Loan Seller
in connection with a repurchase of the Trust Loan or indemnity payment made in lieu thereof due to a Material Breach or a Material
Document Defect pursuant to the Trust Loan Purchase Agreement, so long as such repurchase occurs within the ninety (90) day time
period required by the Trust Loan Purchase Agreement for the Trust Loan Seller to cure or repurchase the Trust Loan (including
any applicable extended cure periods).


 


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


 


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


 


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


 


“Repurchased
Note”: As defined in Section 3.29.


 


“Repurchasing
Seller”: As defined in Section 3.29.


 


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


 


“Requesting
Party”: As defined in Section 3.26.


 


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


 


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


 






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


 


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


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee with direct
responsibility for the administration of this Agreement and also, with respect to a particular matter, any other officer to whom
such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and (ii) the
Certificate Administrator, any officer assigned to the Corporate Trust Services group, with direct responsibility for the administration
of this Agreement and also, with respect to a particular matter, any other officer to whom a particular matter is referred by
the Certificate Administrator because of such officer’s knowledge of and familiarity with the particular subject, and in
the case of any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose
name and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Trustee
or the Certificate Administrator, as applicable, as such list may from time to time be amended.


 


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


 


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


 


“Retaining
Sponsor”: JPMCB.


 


“Risk
Retention Affiliate” or “Risk Retention Affiliated”: As “affiliate” or “affiliated”
are defined in Section 43.2 of the Credit Risk Retention Rules.


 


“Risk
Retention Agreement”: The Risk Retention Agreement, made and entered into on January 16, 2020, by and among the Depositor,
JPMCB and the Third-Party Purchaser.


 


“Risk
Retention Certificates”: The Class HRR Certificates.


 


“Risk
Retention Period”: The period from the Closing Date until the date that is the earliest of (i) the latest of (A) the
date on which the total unpaid principal balance of the Trust Loan has been reduced to 33% of the total unpaid principal balance
of the Trust Loan as of the Cut-off Date; (B) the date on which the total outstanding Certificate Balance of the Certificates
has been reduced to 33% of the total outstanding Certificate Balance of the Certificates as of the Closing Date; and (C) two years
after the Closing Date, (ii) the date on which the Trust Loan has been defeased in accordance with §43.7(b)(8)(i) of the
Credit Risk Retention Rules; or (iii) subject to the consent of the Retaining Sponsor (which consent shall not be unreasonably
withheld), the date on which the Credit Risk Retention Rules have been officially repealed or abolished in their entirety or officially
determined by the relevant regulatory agencies to be no longer applicable to the transaction or the Risk Retention Certificates.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“S&P”:
S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, and its successors-in-interest. If
neither S&P nor any successor remains in existence, “S&P” shall be deemed to refer to such other nationally
recognized statistical rating agency or other comparable Person reasonably designated by the Depositor, notice of which designation
shall be given to the Trustee, the Certificate Administrator, the Master Servicer, the Directing Holder, the Operating Advisor
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.


 


“Scheduled
Maturity Date”: The Payment Date occurring in December 2026.


 


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


 


“Securitization
Indemnification Agreements”: (i) The indemnification agreement, dated as of January 15, 2020, among the Depositor, the
Initial Purchaser, the Trust Loan Seller and the Borrower, (ii) the indemnification agreement, dated as of January 16, 2020, among
the Depositor, the Initial Purchaser, the Trust Loan Seller and the Borrower, and (iii) the indemnification agreement, dated as
of February 5, 2020, among the Depositor, the Initial Purchaser, the Trust Loan Seller and the Borrower.


 


“Sequential
Pay Certificates”: The Certificates other than the Class X, Class R and Class ELP Certificates.


 


“Servicer”:
KeyBank, or if any successor servicer is appointed as herein provided, such successor servicer.


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


“Servicing
Fee Rate”: With respect to the Trust Loan, 0.0025% per annum; and with respect to the Companion Loans, 0.00125%
per annum.


 


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


 


“Servicing
Officer”: Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and
servicing of the Mortgage Loan whose name and specimen signature appear on a list of servicing officers furnished to the Trustee
and the Certificate Administrator on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an
Officer’s Certificate, as such list may from time to time be amended.


 


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


 


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


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is


 



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fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the
Mortgage Loan Documents. The parties to this Agreement acknowledge that that in the event the Property securing a Companion Loan
is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization
Trust that includes such Companion Loan, the date on which quarterly financial statements are required to be delivered to the
related lender under the Mortgage Loan Documents is, with respect to net operating income information, twenty (20) days following
the end of each fiscal quarter, subject to the terms of the Mortgage Loan Agreement.


 


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


 


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


 


“Situs”:
Situs Holdings, LLC, a Delaware limited liability company, and its successors-in-interest.


 


“Special
Notice”: As defined in Section 5.6.


 


“Special
Servicer”: Situs, or if any successor special servicer is appointed as herein provided, such successor special servicer.


 


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


 


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


 


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


 


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


 


“Special
Servicing Fee”: If the Mortgage Loan becomes a Specially Serviced Mortgage Loan, a fee payable monthly to the Special
Servicer equal to an amount computed on the basis of the same principal amount and for the same period respecting which any related
interest payment on the Specially Serviced Mortgage Loan is computed, at a rate of 0.25% per annum until the Special Servicing
Loan Event with respect to the Specially Serviced Mortgage Loan no longer exists. Such fee shall be in addition to, and not in
lieu of, any other fee or other sum payable to the Special Servicer under this Agreement. For the avoidance of doubt, the Special
Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 


“Special
Servicing Loan Event”: With respect to the Trust Loan or the Mortgage Loan, (i) the Borrower has not made two consecutive
Monthly Payments (and has not cured at least one such delinquency by the next Payment Date under the Mortgage Loan Documents)
in respect of the Mortgage Loan; (ii) the Servicer and/or the Trustee have made two consecutive Monthly Payment Advances with
respect to the Trust Loan or the Mortgage Loan (regardless of whether such Monthly Payment Advances have been reimbursed); (iii)
the Borrower fails to make the entire Balloon Payment when due, and the Borrower has not delivered to the Servicer, on or before
the due date of such Balloon Payment, a fully executed term sheet or refinancing


 



    -56-


     

    

 


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


 


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


 


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


 


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


 


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


 


“Sub-Servicer”:
Any Person that (i) Services the Mortgage Loan on behalf of the Servicer or any Sub-Servicer and (ii) is responsible for the performance
(whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing functions


 



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required to
be performed by the Servicer, Servicing Function Participant or an Additional Servicer, under this Agreement, with respect to
the Mortgage Loan, that are identified in Item 1122(d) of Regulation AB.


 


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


 


“Successor
Manager”: Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trust, to serve
as manager of a Foreclosed Property, which designation, as evidenced by a Rating Agency Confirmation from each Rating Agency,
will not result in the downgrade, withdrawal or qualification of the ratings assigned to the Certificates or

any Companion Loan Securities by such Rating Agency.


 


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


 


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


 


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


 


“Third-Party
Purchaser”: PCSD PR CAP II Risk Private Limited, a Singapore private limited company, or any Person that purchases the
Certificates comprising the Required Third-Party Purchaser Retention Amount in accordance with this Agreement and applicable laws
and regulations.


 


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


 


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


 


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


 


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


 


“Trust
A Note”: The promissory note designated as A-1.


 


“Trust
Appraisal Reduction Amount”: Any portion of the Appraisal Reduction Amount allocated to the Trust Notes.


 


“Trust
B Note”: The B Note.


 


“Trust
Fund”: The corpus of the Trust created by this Agreement, consisting of (i) the Trust Loan, including the Trust Notes
together with the Mortgage File (exclusive of the original Companion Loan Notes) relating thereto (other than the rights of the
Lender under the Securitization Cooperation Provisions, which rights shall be retained by the Trust Loan Seller and shall not
be assigned to the Trustee under this Agreement); (ii) all scheduled and unscheduled payments on or collections in respect of
the Trust Notes; (iii) any Foreclosed Property (but only to the extent of the Trust’s interest in such Foreclosed Property);
(iv) all 


 



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revenues received in respect of any Foreclosed Property (but only to the extent of the Trust’s interest in such
Foreclosed Property); (v) the Servicer’s, Special Servicer’s and the Trustee’s rights under the insurance policies
with respect to the Property required to be maintained pursuant to this Agreement and any proceeds thereof (but only to the extent
of the Trust’s interest therein); (vi) any indemnities or guaranties given as additional security for the Trust Notes (but
only to the extent of the Trust’s interest therein); (vii) all funds deposited in the Collection Account (but only to the
extent of the Trust’s interest therein), the Interest Reserve Account and the Distribution Account, including reinvestment
income thereon (except as otherwise provided herein); (viii) any environmental indemnity agreements relating to the Property (but
only to the extent of the Trust’s interest therein); (ix) the rights and remedies of the Depositor under the Trust Loan
Purchase Agreement; (x) the security interest in the Reserve Accounts granted pursuant to Section 2.1 (but only to the
extent of the Trust’s interest therein); (xi) all other assets included or to be included in the Lower-Tier REMIC for the
benefit of the Upper-Tier REMIC; (xii) the Uncertificated Lower-Tier Interests; (xiii) the Interest Deposit Amount; (xiv) [reserved]
and (xv) the proceeds of any of the foregoing.


 


“Trust
Fund Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust (including, without
limitation, all interest on Advances and any other unanticipated expenses of the Trust reimbursable or payable by the Borrower
under the Mortgage Loan Agreement, to the extent not reimbursed by the Borrower or deemed a Nonrecoverable Advance) and all other
amounts (such as indemnification payments, Special Servicing Fees, Work-out Fees and Liquidation Fees), in each case, permitted
to be retained, reimbursed or withdrawn and remitted by the Servicer, the Special Servicer, the Operating Advisor or the Certificate
Administrator (on behalf of itself or the Trustee), as applicable, from the Collection Account or the Distribution Account pursuant
to this Agreement.


 


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


 


“Trust
Loan Consultation Termination Event”: A Trust Loan Consultation Termination Event shall occur when the Class G Certificates
no longer have a then-outstanding Certificate Balance at least equal to 25% of the initial Certificate Balance of such Class,
without regard to the application of any Trust Appraisal Reduction Amounts. Upon the occurrence of a Trust Loan Consultation Termination
Event, no class of Certificates shall act as the Controlling Class or shall be entitled to appoint a Directing Certificateholder,
and no Class of Certificates (including any previously appointed Directing Certificateholder) shall have any rights under this
Agreement to consent, direct or consult with the Servicer or Special Servicer and any prior Directing Certificateholder shall
have no right to receive any notices, reports or information (other than notices, reports or information required to be delivered
to all Certificateholders) or any other rights as Directing Certificateholder.


 


“Trust
Loan Control Event”: A Trust Loan Control Event shall occur if the Certificate Balance of the Class G Certificates on
such date (taking into account the application of any Trust Appraisal Reduction Amounts to notionally reduce the Certificate Balance
of such Class) is less than 25% of the initial Certificate Balance of such Class.


 






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


 


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


 


“Trust
Note Rate”: With respect to any Trust Note, the Note Rate of such Trust Note.


 


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


 


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


 


“Trust’s
Proportionate Share”: The percentage equivalent of a fraction, the numerator of which is the outstanding principal balance
of the Trust Loan, and the denominator of which is the outstanding principal balance of the Mortgage Loan.


 


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


 


“Trustee
Fee”: The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee
pursuant to Section 8.5 which will accrue at the Trustee Fee Rate.


 


“Trustee
Fee Rate”: As described in the definition of “Certificate Administrator Fee Rate”.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of
Certificates. At any time that any Certificates are outstanding, the Voting Rights shall be allocated among the respective Classes
of Certificateholders as follows: (1) (x) except as described in clause (y) of this clause (1), 4.0% in the aggregate to the Class
X Certificates (for so long as the related Notional Amount of such Classes has not been reduced to zero) allocated to such Classes,
pro rata, based on their respective Notional Amounts and (y) 0% to the Class X Certificates in the case of votes pertaining
to terminating and replacing the Special Servicer as described in Section 7.1 and (2) in the case of any other Class of
Regular Certificates, a percentage equal to the product of (x) the percentage of Voting Rights remaining after allocations in
clause (1) above, and (y) a percentage equal to the aggregate Certificate Balances (and in connection with certain votes
described in this Agreement, taking into account any notional reduction in the Certificate Balance for the Trust Appraisal Reduction
Amounts allocated to the Certificates) of the Class, in each case, determined as of the prior Distribution Date, divided by the
aggregate Certificate Balance (and in connection with certain votes under this Agreement, taking into account any notional reduction
in the Certificate Balance for the Trust Appraisal Reduction Amounts allocated to the Certificates) of all Classes of Sequential
Pay Certificates, in each case determined as of the prior Distribution Date. The Class R and Class ELP Certificates shall not
be entitled to any Voting Rights.


 


“WAC
Rate”: With respect to any Distribution Date is equal to the weighted average of the applicable Net Trust Note Rates
of the Trust Notes as of the first day of the related Collection Period, weighted on the basis of their respective principal balances
as of the first day


 



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of such Collection Period (after giving effect to any payments received during any applicable grace period).


 


“Weighted
Average Note Rate”: With respect to any Distribution Date and the Mortgage Loan, the weighted average of the Note Rates
(weighted based on the outstanding principal balance of the related Note as of such date).


 


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


 


“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.


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


(d)       Calculations
of interest on the Regular Certificates shall be computed on the basis of a 360-day year consisting of twelve 30-day months.


 


1.3.       Certain
Calculations in Respect of the Trust Loan or the Mortgage Loan. (a) All amounts collected by or on behalf of the Trust
in respect of the Mortgage Loan in the form of payments from or on behalf of the Borrower, Liquidation Proceeds, Condemnation
Proceeds or Insurance Proceeds (other than amounts related to clause (b) of the definition thereof required to be applied
to the restoration, preservation or repair of the Property or to be released to the Borrower in accordance with the Loan Documents)
shall be applied to amounts due and owing under the Mortgage Loan Documents and the Co-Lender Agreement (including for principal
and accrued and unpaid interest) in accordance with the express provisions of the Mortgage Loan Documents and the Co-Lender Agreement;
provided, however, in the absence of such express provisions or if and to the extent that such terms authorize the
mortgagee to use its discretion and in any event for purposes of calculating distributions hereunder after a Mortgage Loan Event
of Default, all such amounts collected that are not required to be distributed to the Companion Loan Holders pursuant to the Co-Lender
Agreement shall be deemed to be applied in the following order of priority: first, as a recovery of any unreimbursed Advances
plus interest accrued thereon at the Advance Rate and, if applicable, unreimbursed Liquidation Expenses and unpaid Trust Fund
Expenses; second, as a recovery of Nonrecoverable Advances or interest thereon to the extent previously reimbursed from
principal collections with respect to the Mortgage Loan or the Trust Loan, as applicable; third, as a recovery of accrued
and unpaid interest on the Trust Notes that have not been the subject of a Monthly Payment Advance, to the extent of the excess
of (i) accrued and unpaid interest on each outstanding Trust Note at the applicable Net Trust Note Rate (without giving effect
to any increase in such Net Trust Note Rate required under the Mortgage Loan Agreement as a result of a Mortgage Loan Event of
Default) through and including the end of the Mortgage Loan Interest Accrual Period in which such collections were received by
or on behalf of the Trust, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion of
the related Monthly Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection
with Trust Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid
interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially
to accrued and unpaid interest on the Trust A Note and Trust B Note, in that order); fourth, as a recovery of principal
of the Trust Loan then due and payable on the Trust Loan to the extent of its entire unpaid principal balance), first,
to the Trust A Note and then to the Trust B Note, in each case until their respective principal balances have been reduced to
zero; fifth, as a recovery of accrued and unpaid interest on the Trust Loan to the extent of the cumulative amount of the
reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust Loan that have
theretofore occurred under Section 3.23(a) in connection with Trust Appraisal Reduction Amounts (to the extent that collections
have not been applied as recovery of accrued and unpaid interest pursuant to this clause fifth on earlier dates)
(such accrued and unpaid interest to be


 



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applied sequentially to accrued and unpaid interest on the Trust A Note and Trust B Note,
in that order); sixth, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment
of, real estate taxes, assessments and insurance premiums and similar items relating to the Mortgage Loan; seventh, as
a recovery of any other reserves to the extent then required to be held in escrow with respect to the Mortgage Loan; eighth,
as a recovery of any Yield Maintenance Premium or Yield Maintenance Default Premium on the Trust Loan; ninth, as a recovery
of any Assumption Fees and Modification Fees then due and owing under the Mortgage Loan; tenth, as a recovery of any Default
Interest or late charges then due and owing under the Mortgage Loan; and eleventh, as a recovery of any other amounts then
due and owing under the Mortgage Loan (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated
to consent fees and then, allocated to Operating Advisor Consulting Fees), provided that, to the extent required under
the REMIC Provisions, payments or proceeds received with respect to the release of all or any portion of the Property (including
following a condemnation) from the lien of the Mortgage and Mortgage Loan Documents must be allocated to reduce the principal
balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release, the loan-to-value
ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and going concern value).


 


(b)       Collections
by or on behalf of the Trust in respect of the Foreclosed Property (exclusive of amounts to be applied to the payment of the costs
of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) that are not required to be distributed
to Companion Loan Holders pursuant to the Co-Lender Agreement shall be deemed to be applied in the following order of priority:
first, as a recovery of any related and unreimbursed Advances, plus interest accrued thereon and, if applicable, unreimbursed
Liquidation Expenses and unpaid Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest thereon
to the extent previously reimbursed from principal collections with respect to the Mortgage Loan; third, as a recovery
of accrued and unpaid interest on the Trust Notes that have not been the subject of a Monthly Payment Advance, to the extent of
the excess of (i) accrued and unpaid interest on each outstanding Trust Note at the applicable Net Trust Note Rate (without giving
effect to any increase in such Net Trust Note Rate required under the Mortgage Loan Agreement as a result of a Mortgage Loan Event
of Default) through and including the end of the Mortgage Loan Interest Accrual Period in which such collections were received
by or on behalf of the Trust, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest portion
of the related Monthly Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection
with Trust Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid
interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be applied sequentially
to accrued and unpaid interest on the Trust A Note and Trust B Note, in that order); fourth, as a recovery of principal
due and payable on the Trust Loan, including by reason of acceleration of the Trust Loan following a Mortgage Loan Event of Default
(or, if the Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal
balance), first, to the Trust A Note and then to the Trust B Note), in each case until their respective principal balances
have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Trust Loan to the extent of the cumulative
amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances for the Trust
Loan that have theretofore occurred under Section 3.23(a) in connection 


 



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with Trust Appraisal Reduction Amounts (to the
extent that collections have not theretofore been applied as a recovery of accrued and unpaid interest pursuant to this clause
fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest
on the Trust A Note and Trust B Note, in that order); sixth, as a recovery of Yield Maintenance Premiums or Yield Maintenance
Default Premiums on the Trust Loan; seventh, as a recovery of any Default Interest then deemed to be due and owing under
the Mortgage Loan; and eighth, as a recovery of any other amounts deemed to be due and owing under the Mortgage Loan (if
both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated
to Operating Advisor Consulting Fees).


 


(c)       All
net present value calculations and determinations made under the Trust and Servicing Agreement with respect to the Mortgage Loan,
the Trust Loan, any Companion Loan, the Property or Foreclosed Property (including for purposes of the definition of “Accepted
Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely
(i) for principal and interest payments on the Mortgage Loan, the Trust Loan or such Companion Loan, or sale of the Mortgage Loan,
the Trust Loan or such Companion Loan if it is in default, the higher of (1) the rate determined by the Servicer or Special Servicer,
as applicable, that approximates the market rate that would be obtainable by the Borrower on similar debt of the Borrower as of
such date of determination, (2) the yield on the most recently issued ten-year U.S. treasuries as of the date of such determination
and (3) the Weighted Average Note Rate on the Mortgage Loan, the Trust Loan or such Companion Loan, as the case may be, based
on its outstanding principal balance and (ii) for all other cash flows, including property cash flow, the “discount rate”
set forth in the most recent Appraisal (or update of such Appraisal).


 


2.       DECLARATION
OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


 


2.1.       Creation
and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution and delivery
hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust to the
Trustee for the benefit of Certificateholders, without recourse (except to the extent otherwise provided herein and in the Mortgage
Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter acquired, now existing or hereafter
arising, wherever located, in and to all of the items referred to in the definition of “Trust Fund”, including
without limitation (i) all rights and remedies of the Depositor under the Trust Loan Purchase Agreement, (ii) all right, title
and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and
to the Trust Loan as of the Closing Date and (iv) all other assets included or to be included in the Lower-Tier REMIC for the
benefit of the Upper-Tier REMIC. Such transfer and assignment includes all payments of interest on the Trust Loan due and payable
on and after the Cut-off Date and all principal payments received on or after the Cut-off Date.


 


Such
sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real
or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the
Depositor by the Borrower or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer
and assignment further include all Mortgage Loan Documents relating to the Trust Loan (other than the Securitization Cooperation
Provisions). Notwithstanding anything to


 



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the contrary herein, the rights of the Lender under the Securitization Cooperation Provisions
shall be retained by the Trust Loan Seller and shall not be part of the Trust Fund.


 


(b)       In
connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian (i) the
original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision, together
with a copy of such Note), endorsed without recourse to the order of the Trustee in the following form: “Pay to the order
of Wells Fargo Bank, National Association, as Trustee for the benefit of Holders of J.P. Morgan Chase Commercial Mortgage Securities
Trust 2020-LOOP, Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP without recourse or warranty except as set forth
in the Trust and Servicing Agreement, dated as of February 5, 2020, among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor”, which
Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s) to the Trustee and (ii)
on or before the fifth day after the Closing Date (the “Delivery Date”), the following documents or instruments
with respect to the Mortgage Loan (collectively with the original Trust Notes required under clause (i) above, the “Mortgage
File”), in each case executed by the parties thereto:


 


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


 


(B)      an
original recorded counterpart of the Mortgage or certified copies thereof from the applicable recording office (or copies thereof
from the applicable recording office if (to the knowledge of the Trust Loan Seller or its third-party vendor, as certified by
such party to the Custodian in writing) it is not the practice of such office to provide certified copies, provided that
the Custodian may conclusively rely on any such certification by such Trust Loan Seller or third-party vendor and shall not be
required to investigate whether any recording office cannot provide a certified copy);


 


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


 


(D)     the
original Environmental Indemnity;


 


(E)      a
copy of the Management Agreement;


 


(F)      the
original Assignment of Management Agreement;


 


(G)      the
original Cash Management Agreement;


 






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(H)     where
applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together with
a UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment from the secured party
named in such UCC-1 financing statement to the Trustee of the security interest in the personal property and other UCC collateral
constituting security for repayment of the Mortgage Loan;


 


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


 


(J)       [RESERVED];


 


(K)     any
other material written agreements related to the Mortgage Loan or any other loan documents executed by the Borrower or any other
obligor or related party in connection with the origination of the Mortgage Loan or amendment thereof and any legal opinions delivered
in connection with the origination of the Mortgage Loan;


 


(L)      all
other instruments, if any, constituting additional security for the repayment of the Mortgage Loan;


 


(M)    an
original of the Blocked Account Control Agreement;


 


(N)     an
original of the Blocked Account Control Agreement (with Lockbox Services);


 


(O)     a
copy of the Leasing Agreement;


 


(P)      the
original Assignment of Leasing Agreement;


 


(Q)     an
original of the Co-Lender Agreement; and


 


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


 


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


 


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


 


Each
Assignment of Mortgage and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall
be filed or recorded, as applicable, by a


 



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designee of the Depositor, with instructions to return all such recorded documents,
or other evidences of filing issued by the applicable governmental offices, to the Custodian, with a copy to the Servicer. In
the event that any such document is determined to be defective or not to be in compliance with the requirements of the applicable
filing office or recording depository, or if any such document is lost or returned unrecorded because of a defect therein, the
Depositor shall promptly prepare a substitute document, and shall cause each such document to be duly submitted for filing or
recording, as applicable. Notwithstanding anything to the contrary contained in this Section 2.1(b), in those instances
where the public recording office retains the original Mortgage or Assignment of Mortgage, if applicable, after any has been recorded,
the obligations of the Depositor hereunder and the obligations of the Trust Loan Seller under the Trust Loan Purchase Agreement
shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, or Assignment of Mortgage, if
applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof.


 


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


 


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


 


(b)       The
execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Certificate Administrator
of its acceptance of its appointment hereunder as Custodian and, in such capacity, that (i) the original Trust Notes specified
in clause (i) of the definition of “Mortgage File” and all allonges thereto, if any, have been received by
the Custodian; and (ii) such original Trust Notes have been reviewed by the Custodian and (A) appear regular on their face (handwritten
additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appear to have been executed
and (C) purport to relate to the Trust Loan. The Custodian agrees to review or cause to be reviewed the Mortgage File within thirty
(30) days after the Closing Date, and to deliver to the Depositor, the Companion Loan Holders, the Trustee, the Certificate Administrator,
the Directing Holder (but only prior to the occurrence of a Mortgage Loan Consultation Termination Event), the Servicer and the
Special Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to
in Section 2.1(b) have been received, and 


 



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(B) all documents have been executed, appear to be what they purport to be, purport
to be recorded or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their faces to relate
to the Mortgage Loan. The Custodian shall have no responsibility for reviewing the Mortgage File except as expressly set forth
in this Section 2.2(b). The Custodian shall be under no duty or obligation to inspect, review, or examine any such documents,
instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient, duly authorized,
or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or recordable form
(except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any document has been
recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that any document has
actually been filed or recorded in the appropriate office, that any document is other than what it purports to be on its face,
or whether the title insurance policies relate to the Property.


 


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


 


(c)       Upon
the first anniversary of the Closing Date, the Custodian shall deliver a final exception report as to any remaining documents
that are not in the Mortgage File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to
be cured; or (ii) use commercially reasonable efforts to cause the Trust Loan Seller to repurchase the Trust Loan pursuant to
the Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein,
no Defect (except for a Defect with respect to the documents described in clause (i) of Section 2.1(b) and the documents
described in clauses (ii)(B), (C) and (I) of Section 2.1(b)) or a Defect that relates to the Trust
Loan being other than a Qualified Mortgage shall be considered to be a Material Document Defect unless the document with respect
to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies
under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan;


 



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(C) establishing
the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations.
The Trustee’s sole remedy against the Trust Loan Seller in connection with a Material Document Defect is to enforce the
repurchase claim in accordance with the provisions of the Trust Loan Purchase Agreement.


 


(d)       If
the Servicer or the Special Servicer (i) receives a Repurchase Request (the receiving Servicer or Special Servicer, as applicable,
the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal
of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”) or
such a Repurchase Request or Repurchase Request Withdrawal is forwarded to the Servicer or Special Servicer by another party hereto,
then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or Repurchase Request Withdrawal (each,
a “Rule 15Ga-1 Notice”) to the Depositor, the Companion Loan Holders and the Trust Loan Seller, in each case
within ten (10) Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic
means.


 


Each
Rule 15Ga-1 Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Communication of the Repurchase
Request or Repurchase Request Withdrawal is received and (iii) in the case of a Repurchase Request, (A) the identity of the Person
making such Repurchase Request, (B) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and
(C) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.


 


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


 


In
the event that the Depositor, the Trustee or the Certificate Administrator receives a Repurchase Communication of a Repurchase
Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase
Request or Repurchase Request Withdrawal to the Servicer (or to the Special Servicer, if a Special Servicing Loan Event has occurred
and is continuing), and include the following statement in the related correspondence: “This is a “Repurchase Request
Withdrawal” under Section 2.2 of the Trust and Servicing Agreement relating to the J.P. Morgan Chase Commercial Mortgage
Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP requiring action by you as the recipient
of such Repurchase Request or Repurchase Request Withdrawal thereunder.” Upon receipt of such Repurchase Communication of
such Repurchase Request or Repurchase Request Withdrawal by the Servicer or the Special Servicer, as applicable, such party shall
be deemed to be the Repurchase Request


 



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 Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request
Withdrawal, and such party shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase
Request or Repurchase Request Withdrawal.


 


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


 


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


 


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


 


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


 


(ii)       the
execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will
not violate the Trustee’s articles of association or constitute a default (or an event which, with notice or lapse of time,
or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to
which the Trustee is a party or which may be applicable to the Trustee or any of its assets;


 


(iii)      except
to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee or
separate trustee be appointed to act with respect to such property as contemplated by Section 8.10, the Trustee has the
full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the
execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)      this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may be limited
by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or affecting the
rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding
in equity or at law);


 


(v)       the
Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance
with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court


 



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or any order,
law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction,
which violation would have consequences that would materially and adversely affect the condition (financial or other) or operations
of the Trustee or its properties or might have consequences that would materially affect the performance of its duties hereunder
or thereunder;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(ii)       the
execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of
this Agreement will not violate the Certificate Administrator’s articles of association or constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract,
agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate
Administrator or any of its assets;


 


(iii)      the
Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this
Agreement, has duly authorized


 



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the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)      this
Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation
of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as such enforcement
may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to
or affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law);


 


(v)       the
Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the
condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences that
would materially affect the performance of its duties hereunder or thereunder;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 



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Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction
where the Property is located to the extent required by applicable law and necessary to ensure the enforceability of the Trust
Loan and the Companion Loans in accordance with the terms thereof and hereof; it possesses and shall continue to possess all requisite
authority, power, licenses, permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with
its obligations under this Agreement;


 


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


 


(iii)      this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to the
application of the rules of equity, including those respecting the availability of specific performance;


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(iii)      this
Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms, subject to
bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject to the
application of the rules of equity, including those respecting the availability of specific performance;


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(iv)      this
Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its
terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law);


 


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


 






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


 


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


 


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


 


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


 


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


 


(b)       The
representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination of this Agreement,
and shall inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer and the Special
Servicer.


 


(c)       Neither
the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.9(a)
and (b), neither the Certificateholders, the Trustee, or the Certificate Administrator on their behalf shall have any
rights or remedies against the Depositor for any losses or other claims in connection with the Certificates or the Trust Loan.


 


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


 


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


 


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


 



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materially and adversely affect either the ability of the Operating Advisor to
perform its obligations under this Agreement or its financial condition;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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2.9.       Representations
and Warranties Contained in the Trust Loan Purchase Agreement. (a) Upon discovery by the Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Operating Advisor of (i) a Material Breach of any representation and warranty
set forth in Exhibit A to the Trust Loan Purchase Agreement, which representation and warranty was made by the Trust Loan Seller
in the Trust Loan Purchase Agreement and has been assigned to the Trustee pursuant to Section 2.1 hereof, or (ii) a Material
Document Defect, such Person shall give prompt notice thereof to the other parties hereto and the Companion Loan Holders, and
upon receipt or delivery, as applicable, of such notice the Servicer or Special Servicer, as applicable, shall use commercially
reasonable efforts to cause the Trust Loan Seller, to the extent obligated to do so under the Trust Loan Purchase Agreement, to
cure such default or defect or repurchase the Trust Loan under the terms of and within the time period specified by the Trust
Loan Purchase Agreement, it being understood and agreed that none of such Persons has an obligation to conduct any investigation
with respect to such matters; provided, that within ninety (90) days of (1) the receipt by the Trust Loan Seller of notice
of such Material Document Defect or Material Breach, as the case may be, or (2) the discovery of such Defect or breach by any
party hereto, in the case of a Defect or breach that would cause the Trust Loan not to be a “qualified mortgage” within
the meaning of Code Section 860G(a)(3) (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) (a “Qualified
Mortgage”)), will be a Material Breach or Material Document Defect, respectively, and with respect to any such Material
Breach or Material Document Defect, the Trust Loan Seller shall (x) repurchase the Trust Loan at the Repurchase Price, (y) promptly
cure such Material Document Defect or Material Breach, as the case may be, in all material respects or (z) if such Material Document
Defect or Material Breach is not related to the Trust Loan not being a “qualified mortgage” within the meaning of
Code Section 860G(a)(3), indemnify the Trust for the losses directly related to such Material Document Defect or Material Breach,
subject to receipt of Rating Agency Confirmation from each Rating Agency with respect to such action; provided, that in
the event that such Material Document Defect or Material Breach does not cause the Trust Loan to be other than a “qualified
mortgage” as described in Code Section 860G(a)(3) and is capable of being cured but not within such 90-day period if the
Trust Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach,
the Trust Loan Seller will have an additional 90 days to complete such cure, or failing such cure, to repurchase the Trust Loan
or indemnify the Trust in an amount equal to the Repurchase Price; provided, further, that with respect to such
additional 90-day period, the Trust Loan Seller shall have delivered an officer’s certificate to the Trustee, the Certificate
Administrator and the Servicer setting forth the reason why such Material Document Defect or Material Breach is not capable of
being cured within the initial 90-day period and what actions the Trust Loan Seller is pursuing in connection with the cure thereof
and stating that the Trust Loan Seller anticipates that such Material Document Defect or Material Breach will be cured within
the additional 90-day period. For the avoidance of doubt, no Liquidation Fee will be payable by the Trust Loan Seller in connection
with a repurchase of the Trust Loan due to a Material Breach or a Material Document Defect if made in accordance with and within
the 90 day period set forth in the Trust Loan Purchase Agreement (including any applicable extended period).


 


(b)       Upon
receipt by the Servicer from the Trust Loan Seller of the Repurchase Price for the Trust Loan, the Servicer shall deposit such
amount in the Collection Account, and the Custodian shall, upon receipt of a certificate of a Servicing Officer certifying as
to (1) the


 



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receipt by the Servicer of the Repurchase Price and the deposit of the Repurchase Price into the Collection Account
pursuant to this Section 2.8(b) and (2) if applicable, compliance with the conditions set forth in clauses (c) and
(d) below, (i) release or cause to be released to the designees of the Trust Loan Seller the Mortgage File and the Trustee
shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty
(except that the Trust Loan is owned by the Trust and is being sold free and clear of liens and encumbrances), as shall be prepared
by such designee to vest in such designee the Trust Loan released pursuant hereto and the Certificate Administrator, the Trustee,
the Servicer and the Special Servicer shall have no further responsibility with regard to the Mortgage File and (ii) release or
cause to be released to the Trust Loan Seller any escrow payments and reserve funds held by the Trustee, or on the Trustee’s
behalf, in respect of the Trust Loan.


 


(c)       [Reserved].


 


(d)       In
the event that the Trust Loan is repurchased pursuant to this Section 2.8, the Servicer or Special Servicer, as applicable,
shall promptly notify the Depositor of such repurchase.


 


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


 


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


 


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


 






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2.12.       Resignation
Upon Prohibited Risk Retention Affiliation.


 


Upon
the occurrence of (i) a Servicing Officer of the Servicer or a Responsible Officer of the Certificate Administrator or the Trustee,
as applicable, obtaining actual knowledge that the Servicer, the Certificate Administrator or the Trustee, as applicable, is or
has become a Risk Retention Affiliate of the Third-Party Purchaser (an “Impermissible TPP Affiliate”), (ii)
the Servicer, the Certificate Administrator, or the Trustee receiving written notice by any other party to this Agreement, the
Third-Party Purchaser, the Trust Loan Seller, or the Initial Purchaser that the Servicer, the Certificate Administrator or the
Trustee, as applicable, is or has become an Impermissible TPP Affiliate, or (iii) the Operating Advisor obtaining actual knowledge
that it is or has become a Risk Retention Affiliate of the Third-Party Purchaser or any other party to this Agreement (an “Impermissible
Operating Advisor Affiliate”; and either of an Impermissible TPP Affiliate and an Impermissible Operating Advisor Affiliate
being an “Impermissible Risk Retention Affiliate”), then in each such case the Impermissible Risk Retention
Affiliate shall be required to promptly notify the Retaining Sponsor and the other parties to this Agreement and resign in accordance
with Section 3.26(m), Section 6.4 or Section 8.7. The resigning Impermissible Risk Retention Affiliate shall
be required to bear all reasonable out-of-pocket costs and expenses of each other party to this Agreement, the Trust and the Rating
Agency in connection with such resignation as and to the extent required under this Agreement; provided, however,
if the affiliation causing an Impermissible Risk Retention Affiliate is the result of the Third-Party Purchaser acquiring an interest
in such Impermissible Risk Retention Affiliate or an affiliate of such Impermissible Risk Retention Affiliate, then such costs
and expenses shall be an expense of the Trust.


 


2.13.       Creation
of the Grantor Trust. The portion of the Trust Fund consisting of the Excess Liquidation Proceeds Option with respect
to the Trust Loan and related proceeds will be treated as a grantor trust (the “Grantor Trust”) for federal income
tax purposes, and the Class ELP 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.


 


3.       ADMINISTRATION
AND SERVICING OF THE MORTGAGE Loan


 


3.1.       Servicer
to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer, each
as an independent contractor, shall service and administer the Mortgage Loan and administer Foreclosed Property solely on behalf
of the Trust and the Companion Loan Holders, in the best interest of, and for the benefit of, all the Certificateholders and the
Companion Loan Holders as a collective whole (taking into account the subordination of the B Note to the A Notes) (as determined
by the Servicer or the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance
with applicable law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents and the Co-Lender
Agreement and, to the extent consistent with the foregoing, the following standards: (i) the higher of (a) the same manner in
which and with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services
and administers similar loans and administers foreclosed properties for other third-party portfolios, giving due consideration
to customary and usual standards of practice of


 



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prudent institutional commercial mortgage lenders in servicing their own loans
and administering their own foreclosed properties, or (b) with the care, skill, prudence and diligence the Servicer or the Special
Servicer, as applicable, uses for loans which it owns or for foreclosed properties it owns and administers; (ii) with a view to
the timely collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan
comes into and continues in default and if no satisfactory arrangements can be made for the collection of the delinquent payments,
the maximization of the recovery on the Mortgage Loan to the Certificateholders and the Companion Loan Holders as a collective
whole (taking into account the interests of each of the holders of the Notes and the subordination of the B Note to the A Notes)
on a net present value basis and (b) the payment of Trust Fund Expenses that are reimbursable or payable by the Borrower under
the Mortgage Loan Agreement; and (iii) without regard to:


 


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


 


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


 


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


 


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


 


(E)      the
ownership, servicing or management for others of any other loans or properties by the Servicer or the Special Servicer, as applicable,
or any Affiliate of the foregoing.


 


Subject
to the above-described servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and
the terms of this Agreement and of the Mortgage Loan Documents, the Servicer and the Special Servicer each shall have full power
and authority, acting alone and/or through (in the case of the Servicer) one or more sub-servicers as provided in Section 3.2,
to do or cause to be done any and all things in connection with such servicing and administration which it may deem necessary
or desirable. The Servicer and the Special Servicer shall service and administer the Mortgage Loan in accordance with applicable
state and federal law. At the written request of the Servicer or the Special Servicer, as applicable, accompanied by the form
of power of attorney or other documents being requested, the Trustee shall furnish to the Servicer or the Special Servicer any
powers of attorney and other documents necessary or appropriate to enable such Servicer or the Special Servicer to carry out its
servicing and administrative duties hereunder, and the Trustee shall not be held responsible (and shall be indemnified by the
Servicer or the Special Servicer) for any negligence or misuse by the Servicer or the Special Servicer in its uses of any such
powers of attorney or other document.


 



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Notwithstanding anything contained herein to the contrary, the Servicer and the Special
Servicer shall not without the Trustee’s and the Certificate Administrator’s prior written consent: (i) initiate any
action, suit or proceeding solely under the Trustee’s or the Certificate Administrator’s name without indicating the
representative capacity of the Servicer or the Special Servicer, as applicable, or (ii) take any action with the intent to, and
which actually does cause, the Trustee or the Certificate Administrator to be registered to do business in any state.


 


The
liability of each of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer
and the Special Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section
6.3). Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special
Servicer of the collectibility of the Trust Loan and the Companion Loans. In connection with any ground lease, the Servicer shall
promptly, and in any event within 60 days following the later of receipt of the applicable ground lease and the Closing Date,
notify the related ground lessor of the transfer of the Trust Loan to the Trust Fund pursuant to this Agreement and inform such
ground lessor that any notices of default under such ground lease should thereafter be forwarded to the Servicer.


 


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 (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.


 


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


 



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Trustee, the Certificate Administrator, the Operating Advisor, the Borrower and the Depositor in writing promptly upon
the appointment of any sub-servicer and promptly furnish the Trustee, upon its request, with a copy of the sub-servicing agreement.
No sub-servicer shall be permitted to enter into any sub-servicing agreement with other sub-servicers without the prior written
consent of the Servicer.


 


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


 


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


 


(d)       Any
sub-servicing agreement, and any other transactions or services relating to the Mortgage Loan involving a sub-servicer, shall
be deemed to be between the Servicer and such sub-servicer alone, and the Trustee, the Certificate Administrator, the Special
Servicer, the Depositor, the Trust and the Certificateholders shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require
the Trust, the Trustee, the Certificate Administrator, the Special Servicer or the Depositor to indemnify any such sub-servicer.
Notwithstanding anything in this Agreement to the contrary, the Servicer and the Special Servicer are permitted, at their own
expense, or to the extent that a particular expense is provided herein to be an Advance or a Trust Fund Expense, at the expense
of the Trust, to utilize other agents or attorneys typically used by servicers of mortgage loans underlying commercial mortgage-backed
securities in performing each of their obligations under this Agreement (including but not limited to inspectors, appraisers,
engineers and property managers).


 


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


 


(f)       The
parties hereto acknowledge that the Mortgage Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize
the respective rights and


 



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obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders under the Co-Lender
Agreement, including: (i) with respect to the allocation of collections on or in respect of the Mortgage Loan, and the making
of remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with respect to the allocation
of expenses and losses relating to the Mortgage Loan to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders
and (iii) to the extent provided for under the Co-Lender Agreement, the consultation rights of the Companion Loan Holders. With
respect to the Mortgage Loan, the Servicer (if the Mortgage Loan is not a Specially Serviced Mortgage Loan) or the Special Servicer
(if the Mortgage Loan has become a Specially Serviced Mortgage Loan or the Property has been converted to an Foreclosed Property)
shall prepare and provide to each Companion Loan Holder all notices, reports, statements and communications to be delivered by
the holder of the Trust Loan under the Co-Lender Agreement, and shall perform all duties and obligations to be performed by a
servicer and perform all servicing related duties and obligations to be performed by the holder of the Trust Loan pursuant to
the Co-Lender Agreement. In the event of any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender
Agreement shall control with respect to the Mortgage Loan.


 


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


 


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


 


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


 


3.4.       Collection
Account, Companion Loan Distribution Account and Interest Reserve Account. (a) The Servicer shall establish and maintain
in the name of “KeyBank National Association, as Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through
Certificates, Series 2020-LOOP, Collection Account” one or more deposit accounts on behalf of the Trustee for the benefit
of the Certificateholders and (1) in the name of “KeyBank National Association, as Servicer, on behalf of Wells Fargo Bank,
National Association, as Trustee, for the benefit of the Companion Loan Holders with respect to J.P. Morgan Chase Commercial Mortgage
Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP, Companion Loan Distribution Account”
one deposit account for the benefit of the Companion Loan Holders (the “Companion Loan Distribution Account”),
which may be a subaccount of the Collection Account, and funds in such account shall be remitted to the Companion Loan Holders
(collectively, the “Collection Account”). The Collection Account must be an Eligible Account


 



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maintained with an Eligible Institution. The Servicer shall deposit into the Collection Account within
two (2) Business Days of receipt of properly identified and available funds the following amounts representing payments and collections
received or made during each Collection Period on or with respect to the Mortgage Loan (and not otherwise required to be deposited
in the Reserve Accounts):


 


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


 


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


 


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


 


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


 


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


 


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


 


(vii)     any
other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer, including,
without limitation, any (1) proceeds of any repurchase of the Trust Loan pursuant to Section 2.7(b) hereof and the Trust
Loan Purchase Agreement, (2) proceeds of the sale of the Mortgage Loan by the Special Servicer pursuant to Section 3.16
hereof or (3) amounts payable under the Mortgage Loan Documents by any Person to the extent not specifically excluded.


 


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


 


(b)       Funds
in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8. The
Servicer shall on the Closing Date give


 



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


 


(c)       On
or prior to each Remittance Date (or following the securitization of any Companion Loan, in the case of clause (xii) below,
the earlier of (1) the Remittance Date or (2) the Business Day immediately succeeding the “determination date” set
forth in the related Other Pooling and Servicing Agreement), prior to the remittance of funds to the Certificate Administrator
for deposit in the Distribution Account pursuant to Section 3.4(a), the Servicer shall make withdrawals from the Collection
Account (which withdrawals shall be the only permitted withdrawals from the Collection Account by the Servicer) as described below
(the order set forth below constituting an order of priority for such withdrawals):


 


(i)        to
withdraw funds deposited therein in error;


 


(ii)       to
reimburse the Trustee (and the trustee with respect to each Other Securitization Trust) and the Servicer (and the master servicer
with respect to each Other Securitization Trust), in that order, out of general collections on the Mortgage Loan for any Nonrecoverable
Advances made by each and not previously reimbursed pursuant to clause (v)(A) below together with unpaid interest thereon
at the Advance Rate as follows: (A) first, to reimburse Nonrecoverable Advances that are Property Protection Advances and Administrative
Advances relating to the Mortgage Loan and the Property and interest thereon; (B) second, to first reimburse Nonrecoverable Advances
that are Monthly Payment Advances or Companion Loan Advances on the A Notes and interest thereon, on a pro rata and pari
passu basis, then to reimburse Nonrecoverable Advances that are Monthly Payment Advances on the Trust B Note and interest
thereon; and (C) third, to reimburse the master servicer with respect to each Other Securitization Trust for its pro rata
share of Nonrecoverable Advances previously paid from general collections on the related Other Securitization Trust;


 


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


 


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


 


(v)       to
pay (a) to the Servicer, as additional compensation, any income earned (net of losses (subject to Section 3.8(b)) on the
investment of funds deposited in the Collection Account; and (b) the Special Servicing Fee, if any, the Work-out Fee, if any,
and the Liquidation Fee, if any, to the Special Servicer; provided that such fees may be paid out of other amounts on deposit
in the Collection Account to the extent Default Interest and late payment charges are not sufficient to pay such fees (with respect
to clauses (a) and (b), in that order);


 






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


 


(vii)     to
reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses incurred
by them in connection with the liquidation of the Mortgage Loan or the Property, and not otherwise covered and paid by an insurance
policy or deducted from the proceeds of liquidation or not previously reimbursed pursuant to clauses (ii) or (v)
above;


 


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


 


(ix)       to
pay or reimburse the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Operating
Advisor in that order, for any indemnities, expenses and other amounts then due and payable or reimbursable to each pursuant to
the terms of this Agreement and not previously paid or reimbursed pursuant to the preceding clauses (subject to clause (xii)
below);


 






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


 


(xi)       to
pay CREFC® the CREFC® Intellectual Property Royalty License Fee (according to the payment instructions
set forth on Exhibit Q hereto or such other payment instructions as CREFC® may provide from time to time
in writing at least two Business Days prior to the Remittance Date); and


 


(xii)      to
pay the Companion Loan Holders any portion of such collections that are required to be distributed to the Companion Loan Holders
in respect of the Companion Loans pursuant to the terms of the Co-Lender Agreement;


 


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


 


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


 


The
Servicer shall pay to the Certificate Administrator and the Trustee and advance or pay to the Special Servicer, if applicable,
from the Collection Account, as provided above, amounts permitted to be paid to the Special Servicer, the Certificate Administrator
and the Trustee therefrom, promptly upon receipt of certificates of a Responsible Officer of the


 



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Certificate Administrator or
the Trustee or an officer of the Special Servicer describing the item and amount to which the Special Servicer, the Certificate
Administrator and the Trustee, as the case may be, are entitled unless such payment to the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, is clearly required pursuant to this Agreement, in which case a written certificate shall
not be required. The Servicer may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated
therein and shall have no liability if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, is not entitled.


 


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 Loan deposited in the Collection Account
and available for distribution on the next Distribution Date, the 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 this Section 3.4(c) immediately, may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable
Advance during the Collection Period ending on the then-current Determination Date for successive one-month periods for a total
period not to exceed 12 months. If the 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 discretion to elect 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 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 Servicer or the Trustee shall further be authorized (in its sole discretion) to wait for Principal
Collections on the Trust Loan and the Companion Loans to be received before making its determination of whether to refrain from
the reimbursement of a particular Nonrecoverable Advance (or portion thereof) until the end of such Collection Period; provided,
however, that if, at any time Servicer or the Trustee 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 Servicer or the Trustee, as applicable, shall use its reasonable efforts to give notice of its election to the
17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to
Section 8.14(b) of this Agreement), at least 15 days prior to any reimbursement to it of Nonrecoverable Advances from amounts
in the Collection Account allocable to interest on the Mortgage Loan unless extraordinary circumstances make such notice impractical,
and thereafter shall deliver such notice to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b) of this Agreement) as soon as reasonably practical thereafter. Neither
the Servicer nor the Trustee shall have any liability for any loss, liability or expense resulting from any notice provided to
the Rating Agency contemplated by the immediately preceding sentence. Notwithstanding the foregoing, the failure


 



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to give such
notice shall in no way affect the Servicer’s or the Trustee’s election as to whether to refrain from obtaining reimbursement
pursuant to this Section 3.4(c).


 


(d)       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 Servicer constitute a violation of the Accepted Servicing Practices
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 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 Servicer or the Trustee, as applicable,
shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Advance 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 Advance Rate on such Nonrecoverable
Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The 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 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 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 Accepted Servicing Practices and none of the 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.


 


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


 


(f)       The
Certificate Administrator shall establish and maintain a reserve account (which may be a subaccount of the Distribution Account)
(the “Interest Reserve Account”) for the benefit of the Trustee and for the benefit of the Certificateholders.
The Interest Reserve Account must be an Eligible Account maintained with an Eligible Institution. Funds on deposit in the Interest
Reserve Account shall be uninvested. On each Distribution Date occurring in any February and on any Distribution Date occurring
in any January which occurs in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution
Date), the Certificate Administrator shall deposit into the Interest Reserve Account


 



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an amount equal to one day’s net interest
collected on the principal balance of each Trust Note as of the Payment Date occurring in the month preceding the month in which
such Distribution Date occurs at the applicable Trust Note Rate (net of interest at the Servicing Fee Rate applicable to the Trust
Loan, the Certificate Administrator Fee Rate (including the portion that is the Trustee Fee Rate), the Operating Advisor Fee Rate
and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of Default Interest allocable to the
Trust Loan payable therefrom) to the extent a full Monthly Payment or Monthly Payment Advance is made in respect thereof (all
amounts so deposited in any consecutive January and February, “Withheld Amounts”). On each Remittance Date
occurring in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate Administrator
shall withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January and February,
if any, and transfer such amounts into the Distribution Account.


 


On
the Closing Date, the Depositor shall remit to the Certificate Administrator for deposit into the Interest Reserve Account an
amount equal to the Interest Deposit Amount. On or prior to the Remittance Date in March 2020, the Certificate Administrator shall
transfer to the Lower-Tier Distribution Account the Interest Deposit Amount on deposit in the Interest Reserve Account.


 


3.5.       Distribution
Account. (a) The Certificate Administrator shall establish and maintain in the name of “Wells Fargo Bank, National
Association”, as Certificate Administrator, on behalf of “Wells Fargo Bank, National Association”, as the Trustee
and for the benefit of the holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through
Certificates, Series 2020-LOOP, a deposit account (the “Distribution Account”), which shall be deemed to include
the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, which shall be subaccounts of the Distribution Account
for the benefit of the Certificateholders and the Trustee, as holder of the Uncertificated Lower-Tier Interests. The Distribution
Account must be an Eligible Account maintained with an Eligible Institution. On each Remittance Date, the Servicer shall transfer
from the Collection Account to the Certificate Administrator for deposit into the Distribution Account all Available Funds remaining
on deposit therein, after giving effect to the withdrawals made pursuant to Section 3.4(c). The Certificate Administrator
shall credit the funds remitted by the Servicer from the Collection Account to the Distribution Account.


 


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


 


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


 


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


 






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(i)        to
make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(b) and Section 4.3(b) into the Upper-Tier
Distribution Account and to make distributions to the Holder of the Class R Certificates (in respect of the Class LT-R Interest)
pursuant to Section 4.1(b);


 


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


 


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


 


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


 


(i)        to
withdraw amounts deposited in error and to withdraw amounts due to it and the Trustee under Section 3.4(c), to the extent
such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c);


 


(ii)       to
make distributions to Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R Interest)
on each Distribution Date pursuant to Section 4.1 or Section 10.2 as applicable; and


 


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


 


3.6.       Foreclosed
Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (the “Foreclosed
Property Account”) in the name of either (a) “Situs Holdings, LLC, as Special Servicer, on behalf of Wells Fargo
Bank, National Association, as Trustee, for the benefit of the holders of J.P. Morgan Chase Commercial Mortgage Securities Trust
2020-LOOP, Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP and the Companion Loan Holders, Foreclosed Property
Account” related to the Foreclosed Property, if any, held in the name of the Special Servicer on behalf of the Trustee for
the benefit of the Certificateholders and the Companion Loan Holders or (b) the limited liability company wholly owned by the
Trust and which is managed by the Special Servicer, formed to hold title to the Foreclosed Property pursuant to Section 3.14.
Each Foreclosed Property Account must be an Eligible Account maintained with an Eligible Institution. The Special Servicer shall
deposit into the Foreclosed Property Account within one (1) Business Day of receipt all funds collected and received in connection
with the operation or ownership of such Foreclosed Property. On or before the last day of each Collection Period, the Special
Servicer shall withdraw the funds in any Foreclosed Property Account, net of certain expenses and/or reserves (the amount of such
expenses and/or reserves as determined in the Special Servicer’s reasonable discretion), and deposit them into the Collection
Account in accordance with Section 3.4(a). The Special Servicer shall notify the Certificate Administrator in writing of
the location and account number of each Foreclosed Property Account and shall notify the Certificate Administrator in writing
prior to any subsequent change thereof.


 


3.7.       Appraisal
Reductions. (a) Within 60 days after the occurrence of an Appraisal Reduction Event with respect to the Mortgage Loan,
the Special Servicer shall


 



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(i) notify the Servicer, the Operating Advisor, the Trustee and the Certificate Administrator and, so long as no Mortgage Loan
Consultation Termination Event has occurred, the Directing Holder, of such occurrence of an Appraisal Reduction Event, (ii) order
(which order shall be placed within 30 days of the occurrence of the Appraisal Reduction Event) and use efforts consistent with
Accepted Servicing Practices to obtain an Appraisal of the Property (provided that the Special Servicer will not be required
to obtain an Appraisal of the Property with respect to which there exists an Appraisal which was performed less than nine (9)
months prior to the Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition
or value of such Property since the date of such Appraisal, in which case such Appraisal with respect to such Property shall be
used by the Special Servicer), (iii) determine whether there exists any Appraisal Reduction Amount on the basis of the applicable
Appraisal, and receipt of information reasonably requested by the Special Servicer from the Servicer necessary to calculate the
Appraisal Reduction Amount, and (iv) allocate the Appraisal Reduction Amount to the Trust Loan and the Companion Loans and give
reasonably prompt notice of such Appraisal Reduction Amount, the Trust Appraisal Reduction Amount and the portion of the Appraisal
Reduction Amount allocated to the Companion Loans to the Companion Loan Holder (or, in the case of a Companion Loan that is part
of an Other Securitization Trust, the master servicer, special servicer and trustee with respect to such Other Securitization
Trust), the Trustee, the Certificate Administrator (to the extent not already reported to such parties on the CREFC®
Reports provided by the Servicer and posted on the Certificate Administrator’s website) and the Operating Advisor.
The cost of obtaining such Appraisals shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance
unless it would constitute a Nonrecoverable Advance and in such case, as a Trust Fund Expense. Updates of such Appraisals shall
be obtained by the Special Servicer, and paid for by the Servicer as a Property Protection Advance or an Administrative Advance
(or paid for by the Trust if the Servicer determines that such Advance would constitute a Nonrecoverable Advance) every nine (9)
months for so long as an Appraisal Reduction Event exists, and the Appraisal Reduction Amount shall be adjusted accordingly. If
required in accordance with any such adjustment, each Class of Certificates that has been notionally reduced for purposes of determining
Voting Rights as a result of the application of the Trust Appraisal Reduction Amount shall have its related Certificate Balance
notionally restored by the Certificate Administrator or the Trustee to the extent required by such adjustment of the Trust Appraisal
Reduction Amount, and there shall be a redetermination of whether a Trust Loan Control Event or Mortgage Loan Control Event has
occurred by the Certificate Administrator. Any such Appraisal obtained under this Section shall be delivered by the Special Servicer
to the Trustee, the Certificate Administrator and the Operating Advisor, in electronic format and, so long as no Trust Loan Consultation
Termination Event or Mortgage Loan Consultation Termination Event has occurred, the Directing Holder in electronic format and
the Certificate Administrator shall make such Appraisal available to Privileged Persons pursuant to Section 8.14(b). The
Servicer shall provide (via electronic delivery) the Special Servicer with information in its possession that is reasonably required
to calculate or recalculate any Appraisal Reduction Amount pursuant to the definition thereof, using reasonable efforts to deliver
such information within four (4) Business Days of the Special Servicer’s written request (which request shall be made promptly,
but in no event later than ten (10) Business Days, after the Special Servicer’s receipt of the applicable Appraisal or preparation
of the applicable internal valuation) provided, however, that the Special Servicer’s failure to timely make
such a request shall not relieve the Servicer of its


 



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


 


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


 


(c)       The
Certificate Balance of each of the Sequential Pay Certificates shall be notionally reduced solely for purposes of determining
(x) the Voting Rights of the related Classes to the extent set forth in this Agreement and (y) whether a Trust Loan Control Event
or Mortgage Loan Control Event has occurred on any Distribution Date to the extent of any Trust Appraisal Reduction Amount allocated
to such Class on such Distribution Date. The Trust Appraisal Reduction Amount for any Distribution Date shall be applied to notionally
reduce the Certificate Balances of the Sequential Pay Certificates in the following order of priority: first, to the Class
HRR Certificates; second, to the Class G Certificates; third, to the Class F Certificates; fourth, to the
Class E Certificates; fifth, to the Class D Certificates, and sixth, to the Class C Certificates (provided
in each case that no Certificate Balance in respect of any such Class may be notionally reduced below zero). Trust Appraisal Reduction
Amounts shall not be applied to notionally reduce the Certificate Balance of the Class B Certificates.


 


(d)       In
the event that a portion of one or more Monthly Payment Advances with respect to the Trust Loan is reduced as a result of an Appraisal
Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest on the Trust Loan shall be reduced by the
aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal of the Trust Loan
shall be increased by such amount, and if the amounts of the Net Liquidation Proceeds to be applied to principal of the Trust
Loan have been applied to pay the principal of the Trust Loan in full, any remaining Net Liquidation Proceeds shall then be applied
to pay any remaining accrued and unpaid interest on the Trust Loan in accordance with Section 1.3.


 


(e)       If
(i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisals or updates of the Appraisals have been obtained or
conducted with respect to the Property or Foreclosed Property, as the case may be, during the nine-month period prior to the date
of such Appraisal Reduction Event or (B) the Special Servicer is aware of a material change in the circumstances surrounding the
Property or Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would materially
adversely affect the value of the Property or Foreclosed Property, as the case may be, and (iii) no new


 



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Appraisal has been obtained
or conducted for the Property or Foreclosed Property, as the case may be, within 60 days after the Appraisal Reduction Event,
then (x) until each new Appraisal is conducted, the Appraisal Reduction Amount for the Property or Foreclosed Property, as the
case may be, shall be deemed to be equal to 25% of the outstanding principal balance of the Mortgage Loan, and (y) upon receipt
or performance of the new Appraisal by the Special Servicer, the Appraisal Reduction Amount for the Property or Foreclosed Property,
as the case may be, shall be recalculated in accordance with the definition of Appraisal Reduction Amount. Such deemed Appraisal
Reduction Amount shall be allocated to the Notes in the same manner in which the actual Appraisal Reduction Amount is allocated
to the Notes. Notwithstanding the foregoing, such deemed Trust Appraisal Reduction Amounts shall not be allocated to any Class
of Certificates for purposes of (i) determining whether a Trust Loan Control Event or Mortgage Loan Control Event has occurred
and is continuing or (ii) allocating Voting Rights; provided, however, this sentence shall not affect in any manner
the effect of Trust Appraisal Reduction Amounts based upon anything other than clause (x) of the preceding sentence, including
when the related Appraisals are received.


 


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


 


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


 


In
addition, if subsequent to a Class of Control Eligible Certificates becoming an Appraised-Out Class there is a material change
with respect to the Property related to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class,
the Requesting Holders shall have the right to request, in writing, that the Special Servicer obtain an additional Appraisal,
which request shall set forth the Requesting Holder’s belief of what constitutes a material change to the Property (including
any related documentation). The costs of obtaining such additional Appraisal shall be paid by the Requesting Holders. Subject
to the Special Servicer’s confirmation, determined in accordance with Accepted Servicing Practices, that there has been
a change with respect to such Property and such change was material, the Special Servicer shall order another Appraisal from an
Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing
Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal
in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal). Appraisals
that are permitted to be requested by any


 



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Appraised-Out Class shall be in addition to any Appraisals that the Special Servicer
may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of such material change
or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal
requests made by any Requesting Holder.


 


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


 


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


 


3.8.       Investment
of Funds in the Collection Account and Any Foreclosed Property Account. (a) The Servicer, with respect to the Collection
Account and the Reserve Accounts, and the Special Servicer, with respect to the Foreclosed Property Accounts, may direct any depository
institution maintaining the Collection Account, any Foreclosed Property Account and any Reserve Account (to the extent interest
is not payable to the Borrower under applicable law or the Mortgage Loan Documents), respectively (each, for purposes of this
Section 3.8, an “Investment Account”), to invest the funds in such Investment Account in one or more
Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the
Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this
Agreement. Any direction by the Servicer or Special Servicer, as applicable, to invest funds on deposit in an Investment Account
shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the
time required hereby or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand.
Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the
name of a nominee of the Trustee. The Trustee shall have sole control (except with respect to investment direction, which shall
be in the control of the Servicer (or the Special Servicer, with respect to any Foreclosed Property Accounts) as an independent
contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any such investment
shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or Special Servicer, as applicable),
together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee.
The Trustee shall have no responsibility or liability with respect to the investment directions of the Servicer or Special Servicer
or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand, the Servicer and Special Servicer, as applicable,
shall:


 






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(i)        consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the amount
required to be withdrawn on such date; and


 


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


 


(b)       All
net income and gain realized from investment of funds deposited in the Collection Account and the Reserve Accounts (to the extent
not payable to the Borrower under applicable law or the Mortgage Loan Documents) shall be for the benefit of the Servicer in accordance
with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed
Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Reserve
Accounts (except, in the case of any such loss with respect to a Reserve Account, to the extent any such losses are incurred on
amounts invested for the benefit of the Borrower under the terms of the Mortgage Loan Documents) or the Foreclosed Property Account
shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in any event on or
prior to the Remittance Date following the realization of such loss. Notwithstanding the above, neither the Servicer nor the Special
Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss (i) was incurred
solely as a result of the bankruptcy or insolvency of the federal or state chartered depository institution or trust company that
holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth
in the definition of “Eligible Institution” included in Section 1.1 at the time such investment was made, (ii)
such loss was incurred within thirty (30) days of the date of such insolvency, (iii) such loss is not the result of fraud, negligence
or the willful misconduct of the Servicer or the Special Servicer, as applicable and (iv) and such institution was not an Affiliate
of the Servicer, Special Servicer, the Certificate Administrator, the Operating Advisor or Trustee, as applicable.


 


(c)       Except
as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment,
or if a default occurs in any other performance required under any Permitted Investment, the Servicer shall take such action as
may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings.
In the event the Servicer takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to Section 3.4(c),
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicer in connection therewith.


 


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


 






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


 


3.10.       Appointment
of Special Servicer. (a) Situs is hereby appointed as the initial Special Servicer to service the Mortgage Loan while
a Special Servicing Loan Event has occurred and is continuing and perform the other obligations of the Special Servicer hereunder.


 


(b)       If
there is a Special Servicer Termination Event with respect to the Special Servicer, the Special Servicer may be removed and replaced
pursuant to Sections 7.1 and 7.2. The Trustee shall, promptly after receiving notice of any such Special Servicer
Termination Event notify the Servicer, the Companion Loan Holders, the Certificate Administrator (which shall post such notice
on the Certificate Administrator’s Website in accordance with Section 8.14(b)) and the 17g-5 Information Provider
(which shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b)). The
appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special Servicer specified above shall not
be liable for any actions or any inaction of such successor Special Servicer. No termination fee shall be payable to the terminated
Special Servicer. No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until
the successor Special Servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing, and a Rating
Agency Confirmation with respect to such appointment has been delivered to the Trustee and the Certificate Administrator and their
respective counterparts with respect to any Other Securitization Trust. Any successor Special Servicer shall be deemed to make
the representations and warranties provided for in Section 2.5 mutatis mutandis as of the date of its succession.
The terminated Special Servicer shall retain all rights accruing to it under this Agreement, including the right to receive fees
accrued prior to its termination and other amounts payable to it (including indemnification payments).


 


(c)       Upon
determining that a Special Servicing Loan Event has occurred and is continuing with respect to the Mortgage Loan, the Servicer
shall promptly give notice thereof to


 



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each other party hereto and the Servicer shall use its reasonable efforts to provide the
Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File) and records
(including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably
requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto (and concurrently provide a
copy of such Mortgage File, exclusive of all Privileged Communications, to the Operating Advisor). The Servicer shall use its
reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date that a Special Servicing Loan
Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator of the Mortgage Loan until the
Special Servicer has commenced the servicing of the Mortgage Loan, which shall occur upon the receipt by the Special Servicer
of the information, documents and records referred to in the preceding sentence. The Special Servicer shall instruct the Borrower
to continue to remit all payments in respect of the Mortgage Loan to the Servicer. The Servicer shall forward any notices it would
otherwise send to the Borrower under the Mortgage Loan to the Special Servicer who shall send such notice to the Borrower while
a Special Servicing Loan Event has occurred and is continuing.


 


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


 


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


 


(f)        During
any period in which a Special Servicing Loan Event is continuing, not later than 4:00 p.m. (New York Time) on each Determination
Date, the Special Servicer shall deliver to the Servicer, to the extent not included in the CREFC® Special Servicer
Loan File, a written statement describing (i) the amount of all payments on account of interest received on the Mortgage Loan,
the amount of all payments on account of principal received on the Mortgage Loan, the amount of Insurance Proceeds, Condemnation
Proceeds and Net Liquidation Proceeds received, the amount of any Foreclosure Proceeds received with respect to the Property,
and the amount of net income or net loss, as determined from management of a trade or business on, the furnishing or rendering
of a non-customary service to the tenants of, or the receipt of any rental income that does not constitute Rents from Real Property
with respect to, any Foreclosed Property, in each case in accordance with Section 12.2 and (ii) such additional information



 



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relating to the Mortgage Loan as the Servicer or Certificate Administrator reasonably requests to enable it to perform its duties
under this Agreement.


 


(g)       [Reserved.]


 


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


 


(i)        Not
later than sixty (60) days after a Special Servicing Loan Event occurs (the “Initial Delivery Date”), the Special
Servicer shall prepare (i) a report (the “Asset Status Report”) for the Specially Serviced Mortgage Loan and
the Property and (ii) amend, update or create a new Asset Status Reports with respect to such Specially Serviced Mortgage Loan
subsequent to the issuance of a Final Asset Status Report to the extent that during the course of the resolution of such Specially
Serviced Mortgage Loan changes in the strategy reflected in the initial Final Asset Status Report (or subsequent Final Asset Status
Reports) are necessary to reflect the then current recommendation as to how the Specially Serviced Mortgage Loan might be returned
to performing status or otherwise liquidated in accordance with the Accepted Servicing Practices (each such report a “Subsequent
Asset Status Report”). The Special Servicer shall deliver each Final Asset Status Report in electronic form to: (i)
the Servicer, (ii) the Directing Holder (but only so long as no Mortgage Loan Consultation Termination Event has occurred), (iii)
the Operating Advisor, (iv) the 17g-5 Information Provider in accordance with Section 8.14(b) (who shall promptly post
it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and (v) the Companion Loan Holders. Such
Asset Status Report shall set forth the following information (other than Privileged Information) to the extent reasonably determinable:


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


(viii)    a
description of any proposed actions;


 


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


 


(x)        the
decision that the Special Servicer intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s
rationale for its proposed decision, including its rejection of the alternatives; and an analysis of whether or not taking such
action is reasonably likely to produce a greater recovery on a net present value basis than not taking such action, setting forth
(x) the basis on which the Special Servicer made such determination and (y) the net present value calculation (including the applicable
discount rate used) and all related assumptions;


 


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


 


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


 


(j)        The
Special Servicer shall (x) deliver to the 17g-5 Information Provider (which shall post to the 17g-5 Information Provider’s
Website pursuant to Section 8.14(b)) the Final Asset Status Report, (y) deliver to the Certificate Administrator a proposed
notice to Certificateholders that will include a summary of the Final Asset Status Report in an electronic format, which format
is reasonably acceptable to the Certificate Administrator (which will be a brief summary of the current status of the Property
and current strategy with respect to the resolution and workout of the Mortgage Loan), and the Certificate Administrator shall
post such summary (but not the Final Asset Status Report itself) on the Certificate Administrator’s Website pursuant to
Section 8.14(b) and (z) implement the Final Asset Status Report in the form delivered to the 17g-5 Information Provider.
Subject to the consent and consultation rights of the Directing Holder described in this Section 3.10(i), the Special Servicer
shall not be required to deliver a summary of any interim or draft Asset Status Report. The Special Servicer may, from time to
time, modify any Asset Status Report it has previously delivered. Upon such modification, the Special Servicer shall prepare an
updated summary and deliver the updated summary to the Certificate Administrator and deliver the modified Asset Status Report
to the 17g-5 Information Provider. The 17g-5 Information Provider shall post such modified Asset Status Report on the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b), and the Certificate Administrator shall post such summary on the
Certificate Administrator’s Website. In no event, however, will the Special Servicer be required to deliver a summary of
any interim or draft Asset Status Report.


 






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(k)       Subject
to the last paragraph of Section 9.3(a), prior to the occurrence and continuance of a Mortgage Loan Control Event, if within
ten (10) Business Days of receiving an Asset Status Report, the Directing Holder does not disapprove such Asset Status Report
in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Status Report. In addition,
so long as no Mortgage Loan Control Event has occurred or is continuing, if the Directing Holder disapproves such Asset Status
Report within ten (10) Business Days of receipt and the Special Servicer has not made the determination described below, the Special
Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later
than thirty (30) days after such disapproval, to the Directing Holder, the Servicer, the Trustee, the Certificate Administrator,
the Operating Advisor, the Companion Loan Holders and the 17g-5 Information Provider (which shall promptly post such revised Asset
Status Report on the 17g-5 Information Provider’s Website in accordance with Section 8.15(b)). Prior to the occurrence
and continuance of a Mortgage Loan Control Event, the Special Servicer shall continue to revise such Asset Status Report as described
above in this Section 3.10(i) until the Directing Holder shall fail to disapprove such revised Asset Status Report in writing
within ten (10) Business Days of receiving such revised Asset Status Report, until the Directing Holder’s approval is no
longer required or until the Special Servicer makes the determination described below. Notwithstanding the foregoing, the Special
Servicer (A) may, following the occurrence of an extraordinary event with respect to the Property or the Mortgage Loan or, if
a failure to take any such action at such time would be inconsistent with Accepted Servicing Practices, take any action set forth
in such Asset Status Report before the expiration of a ten (10) Business Day period and (B) shall implement the action recommended
in the Asset Status Report, in each case if it makes a determination in accordance with Accepted Servicing Practices that such
affirmative disapproval is not in the best interest of all the Certificateholders; provided, however, that, if the
Directing Holder does not approve or is not deemed to have approved an Asset Status Report within ninety (90) days from the first
submission of an Asset Status Report, then the Special Servicer and the Directing Holder shall use reasonable efforts to negotiate
a mutually agreeable Asset Status Report during the next thirty (30) days, and if they are unable to reach an agreement within
such 30-day period, the Special Servicer shall take the action recommended in its most recently submitted Asset Status Report;
provided, further, that such Asset Status Report is not intended to replace or satisfy any other specific consent
or approval right which the Directing Holder may have pursuant to Section 9.3.


 


(l)        Prior
to the occurrence and continuance of an Operating Advisor Consultation Event, the Special Servicer shall be required to deliver
each Final Asset Status Report to the Operating Advisor following completion of the Directing Holder Asset Status Report Approval
Process. Prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor’s review
of a Final Asset Status Report shall only provide background information to support the Operating Advisor’s duties concerning
the Special Servicer’s compliance with the Accepted Servicing Practices, and the Operating Advisor shall not provide comments
to the Special Servicer in respect of such Final Asset Status Report. After the occurrence and during the continuance of an Operating
Advisor Consultation Event, the Operating Advisor shall consult with and provide comments to the Special Servicer in respect of
each Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report
or (ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto, and propose possible
alternative courses of action to the


 



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 extent it determines such alternatives to be in the best interest of the Certificateholders,
as a collective whole. The Special Servicer shall consider such alternative courses of action, if any, and any other feedback
provided by the Operating Advisor (and if no Mortgage Loan Consultation Termination Event has occurred and is continuing, the
Directing Holder) in connection with the Special Servicer’s preparation of any Asset Status Report that is provided while
an Operating Advisor Consultation Event has occurred and is continuing. The Special Servicer shall revise the Asset Status Report
as it deems necessary to take into account any input and/or comments from the Operating Advisor (and if no Mortgage Loan Consultation
Termination Event has occurred and is continuing, the Directing Holder), to the extent the Special Servicer determines that the
Operating Advisor’s and/or the Directing Holder’s input and/or recommendations are consistent with Accepted Servicing
Practices and in the best interest of the Certificateholders as a collective whole. Promptly upon determining whether or not to
revise any Asset Status Report to take into account any input and/or comments from the Operating Advisor or the Directing Holder,
the Special Servicer shall deliver to the Operating Advisor and the Directing Holder the revised Asset Status Report (until a
Final Asset Status Report is issued) or notice that the Special Servicer has decided not to revise such Asset Status Report, as
applicable.


 


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


 


(n)       After
the occurrence and during the continuance of a Mortgage Loan Control Event, the Directing Holder shall have no right to consent
to any Asset Status Report under this Section 3.10. After the occurrence and during the continuance of a Mortgage Loan
Control Event but prior to the occurrence of a Mortgage Loan Consultation Termination Event, the Directing Holder, and after the
occurrence and during the continuance of an Operating Advisor Consultation Event, the Operating Advisor, shall consult with the
Special Servicer (telephonically or electronically) and may propose alternative courses of action and provide other feedback in
respect of any Asset Status Report. After the occurrence of a Mortgage Loan Consultation Termination Event, the Directing Holder
(other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult
with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with
the Operating Advisor with respect to any Asset Status Report as described above. The Special Servicer may choose to revise the
Asset Status Report as it deems reasonably necessary in accordance with Accepted Servicing Practices to take into account any
input and/or recommendations of the Operating Advisor or the Directing Holder during the applicable periods described above, but
is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Holder. The consultation
process


 



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with the Operating Advisor and any revisions to the Asset Status Report made by the Special Servicer in response to such
consultation described in this section are collectively referred to as the “ASR Consultation Process”. The
consent or consultation process with the Directing Holder and any revisions to the Asset Status Report made by the Special Servicer
in response to such consultation described in this section are collectively referred to as the “Directing Holder Asset
Status Report Approval Process”.


 


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


 


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


 


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


 


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


 


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


 






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


 


3.11.       Maintenance
of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer, consistent with Accepted Servicing Practices
and the Mortgage Loan Documents, shall use efforts consistent with Accepted Servicing Practices to cause to be maintained by the
Borrower (or if the Borrower fails to maintain such insurance in accordance with the Mortgage Loan Documents, the Servicer shall
cause to be maintained to the extent such insurance is available at commercially reasonable rates, and to the extent the Trustee,
as mortgagee, has an insurable interest) insurance with respect to the Property of the types and in the amounts required to be
maintained by the Borrower under the Mortgage Loan Documents and to monitor the Borrower’s compliance with such insurance
requirements. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection
Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain,
and shall not cause the Borrower to be in default with respect to the failure of the Borrower to obtain, all-risk casualty insurance
which does not contain any carve-out for terrorist or similar acts, if and only if the Special Servicer has (and, prior to the
occurrence and continuance of a Mortgage Loan Control Event, with the consent of the Directing Holder) determined, on an annual
basis, that such failure is an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to
obtain terrorism insurance pursuant to this Agreement to the extent the Borrower would not be obligated to maintain terrorism
insurance under the Mortgage Loan Documents as in effect on the date thereof.


 


(b)       The
Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such
insurance (including environmental insurance) with respect to any Foreclosed Property as the Borrower is required to maintain
with respect to the Property referred to in subsection (a) of this Section or, at the Special Servicer’s election,
coverage satisfying insurance requirements consistent with Accepted Servicing Practices. The cost of any such insurance with respect
to Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the
Servicer as a Property Protection Advance unless such Advance would be a Nonrecoverable Advance. Any such insurance (other than
terrorism insurance, which shall be maintained to the extent required under subsection (a)) that is required to be maintained
with respect to Foreclosed Property shall only be so required to the extent such insurance is available at commercially reasonable
rates and the Trust has an insurable interest in the Foreclosed Property. If the Special Servicer requests the Servicer to make
a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable
after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and
if the Servicer does not make such Advance, the Trustee (within 5 Business Days of its receipt of notice of the Servicer’s
failure to make such Advance) shall make an Advance of the premiums to maintain such insurance; provided that, in each
such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee
as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates.


 






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(c)       The
Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained by maintaining
a master force placed or blanket insurance policy insuring against losses on the Property or the Foreclosed Property, as the case
may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this Section
3.11. The incremental cost of such insurance allocable to the Property or Foreclosed Property, if not borne by the Borrower,
shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance. If such master force
placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable, shall be
obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but for such
clause to the extent any such deductible exceeds the deductible limitation that pertained to the Trust Loan, or in the absence
of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices.


 


(d)       Each
of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout
the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy with an insurance company with
a claims-paying ability rating at least equal to (a) “A3” by Moody’s, (b) “A-” by Fitch or (c) “A-:VIII”
by A.M. Best (or such other rating as to which a Rating Agency Confirmation has been obtained) covering its directors, officers
and employees, as applicable, in connection with its activities under this Agreement or such other rating as to which a Rating
Agency Confirmation has been obtained. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable,
against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage
of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required
by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall at
least be equal to the coverage that is required by the applicable governmental authorities having regulatory power over the Servicer
and Special Servicer. The amount of coverage shall at least be equal to the coverage that is required by the applicable governmental
authorities having regulatory power over the Servicer and Special Servicer. The amount of coverage shall be in such form and amount
as are consistent with Accepted Servicing Practices. In the event that any such bond or policy ceases to be in effect, the Servicer
or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Each shall use reasonable effort
to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy
meeting the requirements as described above. In lieu of the foregoing, but subject to this Section 3.11, the Servicer and
Special Servicer shall be entitled to self-insure with respect to such risks so long as the long term debt obligations or deposits
of the Servicer or Special Servicer, as applicable (or its immediate or remote parent) are rated at least “A2” or
its equivalent by Moody’s (or such other rating as to which a Rating Agency Confirmation has been obtained).


 


(e)       No
provision of this Section requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer
or the Special Servicer from its duties and obligations as set forth in this Agreement. The Trustee shall be entitled to request,
upon receipt of a written request from any Certificateholder, and the Servicer and the Special Servicer shall each deliver or
cause to be delivered to the Trustee, a certificate of insurance from the surety and insurer certifying that such insurance is
in full force and effect. The Trustee will


 



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make any such certificate of insurance available to the requesting Certificateholder
on a confidential basis.


 


(f)       The
Operating Advisor shall obtain and maintain at its own expense and keep in full force and effect throughout the term of this Agreement
an “errors and omissions” insurance policy with an insurance company with a claims-paying ability rating at least
equal to (a) “A3” by Moody’s or (b) “A-:X” by A.M. Best (or such other rating as to which a Rating
Agency Confirmation has been obtained) covering the directors, officers and employees of the Operating Advisor in connection with
its activities under this Agreement.


 


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


 


(b)       Any
proposed acceleration of the Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives
such Mortgage Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Mortgage Loan Event of Default), which
the Special Servicer may do if such modification, waiver or amendment is consistent with Accepted Servicing Practices and does
not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or subject
either such Trust REMIC to any tax (other than a tax on “net income from foreclosure property” under Code Section
860G(c)).


 


(c)       In
connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer
shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to
direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore the
Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance
policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the
Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations),
such expense shall be a Property Protection Advance. In connection


 



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with any foreclosure, enforcement of the Mortgage Loan Documents
or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs
and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance with Accepted
Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


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


 


(e)       Notwithstanding
the foregoing, the Special Servicer may not foreclose on the Property on behalf of the Trust and the Companion Loan Holders and
thereby cause the Trust to be the beneficial owner of the Property, or take any other action with respect to such Property that
would cause the Trustee, on behalf of the Trust Fund and the Companion Loan Holders, to be considered to hold title to, to be
a “mortgagee-in-possession” of, or to be an “owner” or “operator” of the Property within the
meaning of CERCLA or any comparable law, subject to the rights of the Directing Holder to consent to and/or consult in respect
of such action, as applicable, unless the Special Servicer has previously determined, based on a report prepared as a Trust Fund
Expense by an independent person who regularly conducts site assessments for purchasers of comparable properties (a copy of such
report to be provided to the Certificate Administrator, the Companion Loan Holders and the Trustee by the Special Servicer), that
(i) the Property is in compliance with applicable environmental laws or that taking the remedial actions necessary to comply with
such laws is reasonably likely to produce a greater recovery on a net present value basis than not taking such actions and (ii)
there are no circumstances known to the Special Servicer relating to the use of hazardous substances or petroleum-based materials
which require investigation or remediation, or that if such circumstances exist taking such remedial actions is reasonably likely
to produce a greater recovery on a net present value basis than not taking such actions. The Special Servicer shall deliver a
copy of any such report to the 17g-5 Information Provider in electronic format and the 17g-5 Information Provider shall make such
report available to the Rating Agency and NRSROs pursuant to Section 8.14(b). The Certificate Administrator shall post
a copy of such report on the Certificate Administrator’s Website promptly upon receipt.


 


If
the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(e) that it would be in
the best economic interest (as determined in accordance with Accepted Servicing Practices) of the Trust Fund and the Companion
Loan Holders as a collective whole (taking into account the subordination of the B Note to the A Notes) to institute a foreclosure
or take any other actions described in the immediately preceding paragraph, subject


 



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to the rights of (i) the Directing Holder
to consent to, and (ii) the Directing Holder and the Operating Advisor to consult in respect of such action, as applicable, pursuant
to the terms hereof, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose upon or otherwise
cause the Trust to acquire ownership of any Collateral other than the Property unless it receives an Opinion of Counsel (the cost
of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that such Property Protection
Advance would constitute a Nonrecoverable Advance) to the effect that such acquisition will not cause the imposition of a tax
on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure property” under
Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC
at any time that the Certificates are outstanding.


 


The
Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean
up or remediation as a Property Protection Advance unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance.


 


(f)       The
environmental site assessments contemplated by Section 3.12(e) shall be prepared by any Independent Person who regularly
conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in a manner consistent
with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property Protection
Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance.


 


(g)       Notwithstanding
any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of the Trust Fund any personal
property (including any non-real property Collateral) pursuant to this Section 3.12 unless:


 


(i)        such
personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special
Servicer; or


 


(ii)       the
Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection
Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance) to the
effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC
or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as
a REMIC at any time that any Uncertificated Lower-Tier Interest or Certificate is outstanding (and such Opinion of Counsel may
be premised on the designation hereby of any such personal property as being deemed part of an “outside reserve fund”
(within the meaning of Treasury Regulations Section 1.860G-2(h)) with the owner of such personal property for federal income tax
purposes to be designated at such time).


 


(h)       Notwithstanding
any acquisition of title to the Property following a Mortgage Loan Event of Default under the Mortgage Loan and cancellation of
the Mortgage Loan, the Trust Loan and each Companion Loan shall be deemed to remain outstanding and, in


 



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


 


3.13.       Certificate
Administrator and Trustee to Cooperate; Release of Items in Mortgage File. From time to time and as appropriate for the
servicing of the Mortgage Loan or foreclosure of or realization on the Property, the Certificate Administrator shall, upon request
of the Servicer or the Special Servicer and delivery to the Certificate Administrator of a request for release in the form of
Exhibit B hereto, release or cause to be released any items from the Mortgage File to the Servicer or the Special Servicer,
as the case may be, within the lesser of (i) seven (7) calendar days and (ii) five (5) Business Days of its receipt of the related
request for release and the Trustee shall execute such documents furnished to it as shall be necessary to the prosecution of any
such proceedings. Such request for release shall obligate the Servicer or the Special Servicer to (and the Servicer or Special
Servicer, as applicable, shall) return such items to the Certificate Administrator when the need therefor by the Servicer or the
Special Servicer no longer exists. The foregoing duties of the Certificate Administrator shall be performed by the Custodian.


 


3.14.       Title
and Management of Foreclosed Property. (a) In the event that title to the Property is acquired for the benefit of the
Certificateholders and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate
of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the Certificateholders, or its
nominee (which shall not include the Special Servicer), on behalf of the Trust Fund and the Companion Loan Holders or as otherwise
contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly owned by the
Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that
such Advance would not be a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult
with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to the Property,
with the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure.
The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall dispose of any Foreclosed Property held
by the Trust Fund as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the
time period, and subject to the conditions, set forth in Sections 3.15 and 12.2. Subject to Sections 12.2
and 3.14(d), the Special Servicer shall hire on behalf of the Trust Fund and the Companion Loan Holders a Successor Manager
to manage, conserve, protect and operate such Foreclosed Property for the Certificateholders and the Companion Loan Holders solely
for the purpose of its prompt disposition and sale. In connection with such management and subject to Section 3.4(c)(vii),
the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection
Account pursuant to Section 3.4(c)(vii).


 






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(b)      The
Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any Foreclosed
Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6.


 


(c)      The
Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements and
prohibitions of this Agreement, to do any and all things in connection with Foreclosed Property for the benefit of the Trust Fund
and the Companion Loan Holders as a collective whole (taking into account the subordination of the B Note to the A Notes) on such
terms as are appropriate and necessary for the efficient liquidation of such Foreclosed Property, so long as the Special Servicer
deems such actions to be consistent with Accepted Servicing Practices.


 


The
Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all revenues
received with respect to Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for
the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation
and protection of such Foreclosed Property, including, but not limited to:


 


(i)       all
insurance premiums due and payable in respect of such Foreclosed Property;


 


(ii)      all
taxes, assessments, charges or other similar items in respect of such Foreclosed Property that could result or have resulted in
the imposition of a lien thereon; and


 


(iii)     all
costs and expenses necessary to preserve such Foreclosed Property, including the payment of ground rent, if any.


 


To
the extent that amounts on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses
(i) through (iii) above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and
the Servicer shall, make a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices,
that such Advance would constitute a Nonrecoverable Advance.


 


(d)      The
Special Servicer, in the name of the Trust Fund, shall (subject to Section 3.14(a)) contract with any Successor Manager
for the operation and management of Foreclosed Property; provided that no such contract shall impose individual liability
on the Trustee or the Trust; provided, further, that:


 


(i)       the
terms and conditions of any such contract shall not be inconsistent herewith;


 


(ii)      any
such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer
pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and


 



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 management of the
Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable
but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account;


 


(iii)     none
of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager
shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust
Fund on behalf of the Certificateholders and the Companion Loan Holders with respect to the operation and management of the Foreclosed
Property; and


 


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


 


The
Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an agreement
with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification
of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such
indemnification. All REO Management Fees shall be Trust Fund Expenses payable from the Foreclosed Property Account or subject
to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor
Manager and to enforce the obligations of the Successor Manager on behalf of the Trust Fund and the Companion Loan Holders. Expenses
incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.


 


(e)      On
or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and
deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date through
the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer needed
in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed to
fund any reserves deemed necessary for the operation, preservation and protection of such Foreclosed Property in the event that
the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital,
repairs, replacements and necessary capital improvements and other related expenses.


 


3.15.       Sale
of Foreclosed Property. (a) The Special Servicer, on behalf of the Trust Fund and the Companion Loan Holders, shall sell
any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices and the REMIC Provisions,
but in no event later than the time period set forth in Section 12.2 in a manner provided under this Section 3.15.


 


(b)      If
the Special Servicer or an Affiliate acquires any Foreclosed Property in the name of and on behalf of the Trust Fund and the Companion
Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions of
this Agreement, to do any and all things in connection with the management and


 



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 operation of such Foreclosed Property in accordance
with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be in the best interest
of the Certificateholders and the Companion Loan Holders as a collective whole, as if they constituted a single lender (taking
into account the subordination of the B Note to the A Notes) and consistent with the REMIC Provisions.


 


(c)      Subject
to the consent and consultation rights of the Directing Holder, as applicable, the Special Servicer shall accept the highest cash
offer for any Foreclosed Property received from any person. In no event may such offer be less the Mortgage Loan Purchase Price
for such Foreclosed Property. In the absence of any offer and purchase of any Foreclosed Property at least equal to the Mortgage
Loan Purchase Price for such Foreclosed Property, the Special Servicer shall accept the highest offer received from any Person
that is determined by the Special Servicer to be a fair price for such Foreclosed Property. In determining whether any offer from
a Person other than an Interested Person constitutes a fair price for any Foreclosed Property, the Special Servicer is required
to take into account (in addition to the results of any appraisal, updated appraisal or narrative appraisal that it may have obtained
pursuant to this Agreement within the prior nine months), among other factors, the period and amount of the occupancy level and
physical condition of the Foreclosed Property and the state of the local economy. If the highest offeror is an Interested Person
or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon such Appraisal or, if
no Appraisal has been obtained within the last nine (9) months, based on an Appraisal obtained at the expense of the Trust; provided
that if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee
may designate an Independent Appraiser expert in real estate or commercial mortgage loan matters with at least five (5) years’
experience in valuation of or investment in comparable properties, which such expert shall be selected with reasonable care by
the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property;
provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee
shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals,
inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to
it first, by the Servicer as an Advance, subject to the Servicer’s determination that such amounts are not Nonrecoverable
Advances, and then, as a Trust Fund Expense. Notwithstanding the foregoing, and subject to the rights of the Directing Holder
and the Operating Advisor, the Special Servicer shall not be obligated to accept the highest cash offer if the Special Servicer
determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the
Certificateholders and the Companion Loan Holders (as a collective whole as if they constituted a single lender (taking into account
the subordination of the B Note to the A Notes)), and the Special Servicer may accept a lower cash offer (from any Person other
than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that acceptance of such offer
would be in the best interests of the Certificateholders and the Companion Loan Holders (as a collective whole)). For avoidance
of doubt, the Directing Holder may submit bids on the Foreclosed Property in the same manner and at the same time and place as
any other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase
any Foreclosed Property.


 






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(d)      Subject
to the provisions of Sections 3.14 and 12.2, the Special Servicer shall act on behalf of the Trust Fund and the
Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of Foreclosed
Property, including the collection of all amounts payable in connection therewith. Any sale of Foreclosed Property shall be without
recourse to the Trustee, the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Operating Advisor,
the Trust or the Certificateholders and the Companion Loan Holders (except that any contract of sale and assignment and conveyance
documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust) and if consummated
in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the Certificate Administrator, the Special
Servicer or the Certificate Administrator shall have any liability to any Certificateholder with respect to the purchase price
thereof accepted by the Special Servicer or the Trustee.


 


(e)      The
proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith,
shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


(f)       Within
30 days of the sale of Foreclosed Property, if not previously included in a CREFC® Report provided by the Servicer
or the Special Servicer, the Special Servicer shall provide to the Servicer, the Trustee, the Companion Loan Holders and the Certificate
Administrator a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed
Property was acquired in foreclosure or by deed-in-lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed
Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding
balance of the Mortgage Loan immediately prior to the acquisition of the Foreclosed Property, calculated from the date of acquisition
to the disposition date, and (v) such other information as the Trustee, the Companion Loan Holders or Certificate Administrator
may reasonably request.


 


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


 


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


 


(i)       In
connection with the acquisition of a Foreclosed Property pursuant to Section 3.15(c), if the value (as determined by an
Appraisal obtained by the Special Servicer at the time of such foreclosure, the cost of which shall be paid by the Servicer as
a Property Protection Advance) of the Foreclosed Property on the date of the completion of the acquisition of the Property by
foreclosure is less than the estimated Excess Liquidation Reference Amount as of that date, then the Holders or Beneficial Owners
of Certificates representing more than 50% of the Class ELP Certificates (the “Excess Liquidation Proceeds Option Holder”)
will have the right to exercise an option (referred to herein as, the “Excess Liquidation Proceeds Option”)



 



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pursuant to which they will be deemed to have acquired, in connection with and immediately prior to the consummation of the sale
of the Foreclosed Property to a third party, all of the Trust’s interest in the Foreclosed Property (including, if the Special
Servicer has transferred the Foreclosed Property to a single member limited liability company holding only the Foreclosed Property
(the “REO LLC”), the Trust’s Proportionate Share of the interests in the REO LLC) for the Excess Liquidation
Purchase Price. The Excess Liquidation Proceeds Option shall be assignable only to an Affiliate of such Excess Liquidation Proceeds
Option Holder.


 


The
Excess Liquidation Proceeds Option may only be cash-settled on the closing of a sale of the Foreclosed Property by the Trust or
the REO LLC, as applicable, to a third-party purchaser, and only if the Net Liquidation Proceeds realized in connection with such
sale exceed the Excess Liquidation Reference Amount. Upon the closing of a qualifying sale to a third-party purchaser, the Special
Servicer will be required to deliver, or cause the REO LLC to deliver, to the Excess Liquidation Proceeds Option Holder a cash
settlement amount equal to the Trust’s Proportionate Share of the excess of (i) the Net Liquidation Proceeds over (ii) the
Excess Liquidation Reference Amount (such excess, if any, the “Excess Liquidation Proceeds”). Such qualifying
sale will be deemed to be treated as a sale of the Foreclosed Property by the Special Servicer on behalf of the Holders of the
Class ELP Certificates to the extent of the Trust’s Proportionate Share in the Foreclosed Property.


 


For
the avoidance of doubt, the exercise of the Excess Liquidation Proceeds Option will only be permitted in conjunction with, or
following, a “qualified liquidation” (as defined in the REMIC Provisions) of each Trust REMIC.


 


3.16.      Sale
of the Mortgage Loan.


 


(a)       (i)
Within sixty (60) days after the occurrence of a Special Servicing Loan Event and notice of the occurrence is received by the
Special Servicer, the Special Servicer shall order (but shall not be required to have received) an Appraisal. The Special Servicer
shall promptly notify in writing the Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Companion
Loan Holders and the Directing Holder (prior to the occurrence and continuance of a Mortgage Loan Consultation Termination Event)
of the occurrence of such Special Servicing Loan Event. Upon delivery by the Servicer of the notice described in the preceding
sentence, and subject to the rights of the Directing Holder and the Operating Advisor, the Special Servicer may offer to sell
to any Person the Mortgage Loan or may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent
with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon
and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders as a collective whole (taking
into account the subordination of the B Note to the A Notes) on a net present value basis. The Special Servicer shall provide
the Trustee, the Companion Loan Holders, the Certificate Administrator, the Operating Advisor and the Directing Holder (prior
to the occurrence of a Mortgage Loan Consultation Termination Event) not less than five (5) Business Days’ prior written
notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest offer
received from any Person, other than any Interested Person, for the Mortgage Loan so long as such offer is at least equal to the
Mortgage Loan Purchase Price. At the Special Servicer’s option, if it has received no offer at least equal to the Mortgage
Loan Purchase Price for the


 



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 Mortgage Loan, an Interested Person (other than the Manager or any Borrower Affiliate) may purchase
the Mortgage Loan at the Mortgage Loan Purchase Price. Any Companion Loan is to be sold together with the Trust Loan, subject
to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement (including, without limitation,
Section 5 of the Co-Lender Agreement).


 


(ii)       In
the absence of any offer and purchase at least equal to the Mortgage Loan Purchase Price, the Special Servicer shall accept the
highest offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan. In
determining whether any offer from a person other than an Interested Person constitutes a fair price for any defaulted Mortgage
Loan, the Special Servicer shall take into account (in addition to the results of any appraisal, updated appraisal or narrative
appraisal that it may have obtained pursuant to this Agreement within the prior nine months), among other factors, the period
and amount of the occupancy level and physical condition of the Property and the state of the local economy. However, if the highest
offeror is a Person who is the Depositor, the Servicer, the Special Servicer (or any independent contractor engaged by the Special
Servicer), the Operating Advisor, the Certificate Administrator, the Directing Holder (or any of its Affiliates), any Borrower
Affiliate, an Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by such special
servicer) or the trustee for an Other Securitization Trust, a Companion Loan Holder or any known Affiliate of any of them (any
such Person, an “Interested Person”), then the Trustee (based upon, among other things, the Appraisals ordered
pursuant to the preceding paragraph, the cost of which shall be paid by the Servicer as a Property Protection Advance, and copied
or otherwise delivered to the Trustee and any other information reasonably requested by the Trustee) shall determine if the highest
offer is a fair price, and such determination shall be binding upon all parties; provided that no offer from an Interested
Person shall constitute a fair price unless (A) it is the highest offer received and (B) if such offer is less than the applicable
Mortgage Loan Purchase Price, at least two other offers are received from independent third parties. Any such determination shall
be binding upon all parties. All reasonable costs and fees of the Trustee and any third party hired by the Trustee in accordance
with this Agreement in making such determination shall be reimbursable to it first, by the Servicer as an Advance, or if the Servicer
determines that such amounts are Nonrecoverable Advances, then as a Trust Fund Expense. The Directing Holder may submit bids on
the defaulted Trust Loan in the same manner and at the same time and place as any other bidder. If the Trustee designates any
such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s
determination. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the
Mortgage Loan.


 


(iii)      Notwithstanding
anything contained in the preceding paragraph to the contrary, if an Interested Person offers to purchase the Mortgage Loan and
the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee may (at
its option and as a Trust Fund Expense) designate an Independent third party expert in real estate or commercial mortgage loan
matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has
been selected with reasonable care by the Trustee to determine if such cash offer


 



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 constitutes a fair price for the Mortgage Loan.
If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon
such third party’s determination. The reasonable fees of, and the reasonable costs of all Appraisals, inspection reports
and broker opinions of value incurred by the Trustee or any such third party pursuant to this paragraph shall be covered by, and
shall be reimbursable by, the Interested Person, and if such fees or costs are not reimbursed by such Interested Person, such
expense shall be reimbursable as a Trust Fund Expense; provided that the Trustee shall not engage a third party expert
whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(iv)      Notwithstanding
the foregoing, the Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in
accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Certificateholders
and the Companion Loan Holders as a collective whole as if they constituted a single lender (taking into account the subordination
of the B Note to the A Notes). In addition, the Special Servicer may accept a lower offer if it determines, in accordance with
Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Certificateholders and the
Companion Loan Holders as collective whole as if they constituted a single lender (taking into account the subordination of the
B Note to the A Notes) (for example if the prospective buyer making the lower offer is more likely to perform its obligations
or the terms offered by the prospective buyer making the lower offer are more favorable in other respects), provided that
the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use
efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the Rated Final Distribution Date.


 


(v)       Unless
and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution
strategies with respect to the Mortgage Loan, including, without limitation, workout and foreclosure, as the Special Servicer
may deem appropriate, consistent with the Asset Status Report, Accepted Servicing Practices and the REMIC Provisions.


 


(b)       Prior
to the occurrence and continuance of a Mortgage Loan Control Event, any sale of the Mortgage Loan by the Special Servicer shall
be subject to the Directing Holder’s consent rights (subject to limitations on such consent pursuant to Section 9.3
herein) and after the occurrence and continuance of a Mortgage Loan Control Event but prior to the occurrence of a Mortgage Loan
Consultation Termination Event, any sale of the Mortgage Loan will be subject to the consultation rights of the Directing Holder
as described in Section 9.3 herein.


 


(c)       The
right of the Special Servicer to purchase or sell the Mortgage Loan after the occurrence of a Special Servicing Loan Event shall
terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage
Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or
effect) if the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan Event
has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement reflecting


 



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the terms of the workout arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted
pay-off).


 


(d)       Any
sale of the Mortgage Loan shall be for cash only, and shall be in accordance with and subject to the provisions of the Co-Lender
Agreement.


 


(e)       Notwithstanding
anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without
the written consent of the Companion Loan Holders (provided that such consent is not required from a Companion Loan Holder
if such Companion Loan Holder is the Borrower or an Affiliate of the Borrower) unless the Special Servicer has delivered to the
Companion Loan Holders: (a) at least 15 Business Days prior written notice of any decision to attempt to sell the Mortgage Loan;
(b) at least 10 days prior to the permitted sale date, a copy of each bid package (together with any material amendments to such
bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at least 10 days prior to the proposed
sale date, a copy of the most recent appraisal for the Mortgage Loan, and any documents in the Loan File reasonably requested
by such Companion Loan Holder that are material to the price of the Mortgage Loan; and (d) until the sale is completed, and a
reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed sale date, all information
and other documents being provided to other offerors and all leases or other documents that are approved by the Servicer or the
Special Servicer in connection with the proposed sale; provided, that such Companion Loan Holder may waive any of the delivery
or timing requirements set forth in this sentence. The Companion Loan Holders will be permitted to make offers to purchase, and
either such party is permitted to be the purchaser at any sale of, the Mortgage Loan.


 


3.17.       Servicing
Compensation. (a) The Servicer shall be entitled to receive the Servicing Fee with respect to the Trust Loan, the Companion
Loans and any Foreclosed Property payable monthly from the Collection Account from payments of interest on the Trust Loan or the
Companion Loans or otherwise in accordance with and subject to Section 3.4(c)(iii); provided that if such collections
on the Trust Loan and Companion Loan are not sufficient to pay all accrued and unpaid Servicing Fees on the Mortgage Loan upon
the final liquidation of the Mortgage Loan, any accrued but unpaid Servicing Fees will be payable out of other amounts on deposit
with respect to the Mortgage Loan in accordance with Section 3.4(c)(xi). The Servicer shall be entitled to retain as compensation
any late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement
for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and
the expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii)
the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the
Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise
to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer
associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and
(iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary
Expenses”).


 






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(b)       In
addition, the Servicer shall be entitled to the following items as additional servicing compensation, to the extent that such
items are actually collected on the Mortgage Loan: (i) (x) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan,
50% of the Modification Fees actually collected during the related Collection Period and paid in connection with a consent, approval
or other action that the Servicer is not permitted to take or grant in the absence of the consent or approval (or deemed consent
or approval) of the Special Servicer under this Agreement and (y) so long as the Mortgage Loan is not a Specially Serviced Mortgage
Loan, 100% of the Modification Fees actually collected during the related Collection Period and paid in connection with a consent,
approval or other action that the Servicer is permitted to take or grant in the absence of the consent or approval (or deemed
consent or approval) of the Special Servicer under this Agreement; (ii) so long as the Mortgage Loan is not a Specially Serviced
Mortgage Loan, 100% of Assumption Fees collected during the related Collection Period in connection with a consent, approval or
other action that the Servicer is permitted to take or grant in the absence of the consent or approval (or deemed consent or approval)
of the Special Servicer under this Agreement and 50% of Assumption Fees collected during the related Collection Period in connection
with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or
approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) so long as the Mortgage Loan is not
a Specially Serviced Mortgage Loan, 100% of Assumption Application Fees collected during the related Collection Period; (iv) so
long as the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100% of consent fees in connection with a consent that involves
no modification, waiver or amendment of the terms of the Mortgage Loan and is paid in connection with a consent the Servicer is
permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this
Agreement and 50% of consent fees in connection with a consent that involves no modification, waiver or amendment of the terms
of the Mortgage Loan and is paid in connection with a consent that the Servicer is not permitted to grant in the absence of the
consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (v) any and all amounts collected
for checks returned for insufficient funds; (vi) all or a portion of charges for beneficiary statements or demands actually paid
by the Borrower; (vii) if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100% of other loan processing fees actually
paid by the Borrower; (viii) interest or other income earned on deposits in the Collection Account or other accounts maintained
by the Servicer (but only to the extent of the net investment earnings, if any, with respect to any such account for each Collection
Period and, further, in the case of a servicing account or Reserve Account, only to the extent such interest or other income is
not required to be paid to the Borrower under applicable law or under the Mortgage Loan Documents); (ix) 100% of late payment
charges, demand charges and net Default Interest that accrue when the Mortgage Loan is not a Specially Serviced Mortgage Loan
to the extent not applied to pay other amounts in accordance with Section 3.4(c) and (x) 100% of defeasance fees.


 


(c)       If
a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing
Fee with respect to the Mortgage Loan for so long as such Special Servicing Loan Event continues. The Special Servicer shall also
be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent described
below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than:
(i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead expenses of
the Special 


 



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Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting
system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including
the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the
obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith or willful
misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan
Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated
by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal
and interest made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does
not occur. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into
and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out
Fees on all payments of principal and interest made on the Mortgage Loan following such written agreement (negotiated by such
Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur.
In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to Liquidated Property or the liquidation
of the Specially Serviced Mortgage Loan whether through judicial foreclosure, sale or otherwise, or in connection with the sale,
discounted payoff or other liquidation of the Specially Serviced Mortgage Loan or the Property as to which the Special Servicer
receives Liquidation Proceeds, except that no Liquidation Fee shall be payable in connection with (i) any repurchase of the Trust
Loan by the Trust Loan Seller pursuant to the Trust Loan Purchase Agreement (so long as such repurchase occurs within the 90 day
time period required by the Trust Loan Purchase Agreement for the Trust Loan Seller to cure or repurchase the Trust Loan, respectively
(including any applicable extension period)), or (ii) a sale of the Trust Loan by the Special Servicer to the Servicer or the
Special Servicer pursuant to Section 3.16 hereof. The Liquidation Fee shall be payable from, and shall be calculated using
the related Net Liquidation Proceeds. Each of the foregoing fees shall be payable from funds on deposit in the Collection Account
as provided in Section 3.4(a). Notwithstanding anything herein to the contrary, with respect to the Mortgage Loan and any
amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation
Fee, but not both.


 


(d)       The
Special Servicer shall also be entitled to the following items as additional special servicing compensation, to the extent that
such items are actually collected on the Mortgage Loan: (i) if the Mortgage Loan is a Specially Serviced Mortgage Loan or with
respect to a Foreclosed Property, 100% of Modification Fees actually collected during the related Collection Period; (ii) if the
Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of Modification Fees collected during the related Collection Period
in connection with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the
consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) if the Mortgage Loan is
a Specially Serviced Mortgage Loan, 100% of Assumption Fees collected during the related Collection Period and if the Mortgage
Loan is not a Specially Serviced Mortgage Loan, 50% of Assumption Fees collected during the related Collection Period in connection
with a consent, approval or other action that the Servicer is not permitted to take or grant in the absence of the consent or
approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iv) if the Mortgage Loan is a Specially
Serviced Mortgage Loan, 100% of Assumption Application Fees collected during the related


 



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 Collection Period; (v) if the Mortgage
Loan is a Specially Serviced Mortgage Loan, 100% of consent fees in connection with a consent that involves no modification, waiver
or amendment of the terms of the Mortgage Loan and if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of consent
fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Mortgage Loan and is
paid in connection with a consent that the Servicer is not permitted to grant in the absence of the consent or approval (or deemed
consent or approval) of the Special Servicer under this Agreement; (vi) if the Mortgage Loan is a Specially Serviced Mortgage
Loan, all or a portion of charges for beneficiary statements or demands and other loan processing fees actually paid by the Borrower;
(vii) if the Mortgage Loan is a Specially Serviced Mortgage Loan, 100% of other loan processing fees actually paid by the Borrower;
(viii) interest or other income earned on deposits in the Foreclosed Property Account (but only to the extent of the net investment
earnings, if any, for each Collection Period); and (ix) 100% of late payment charges and Default Interest (to the extent not applied
to pay other amounts pursuant to Section 3.4(c)) that accrue when the Mortgage Loan is a Specially Serviced Mortgage Loan.


 


(e)       Notwithstanding
any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement
for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount
of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust Fund by the Borrower (to
the extent the Borrower is required to do so under the Mortgage Loan Agreement); (ii) failure of the Borrower to reimburse for
such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense
incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated
expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated);
or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as a Trust Fund Expense.


 


(f)        Except
as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive
all or any portion of the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special
Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer, sale, pledge
or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer, as applicable,
in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.


 


(g)       As
compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled to the Certificate
Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise provided herein,
the Certificate Administrator’s fee includes all routine expenses of the Trustee, the Certificate Administrator and the
Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator
Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee)
may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s or Certificate
Administrator’s, as applicable, responsibilities and obligations under this Agreement.


 






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(h)       KeyBank
and any successor holder of the Excess Servicing Fee Rights shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in part), to a QIB or Institutional Accredited Investor
(other than a Plan), provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer,
sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Act and any applicable
state securities laws and is otherwise made in accordance with the Act and such state securities laws, (ii) the prospective transferor
shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit N-1 hereto, and (iii)
the prospective transferee shall have delivered to KeyBank and the Depositor a certificate substantially in the form attached
as Exhibit N-2 hereto. None of the Depositor, the Trustee or the Certificate Registrar is obligated to register or qualify
an Excess Servicing Fee Right under the Act or any other securities law or to take any action not otherwise required under this
Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration or qualification.
KeyBank and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of such
Excess Servicing Fee Right shall, and KeyBank hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance
of such Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee
Right effected by such Person, to indemnify the Certificateholders, the Trust, the Depositor, the Initial Purchaser, the Certificate
Administrator, the Trustee, the Servicer, the Special Servicer and the Operating Advisor against any liability that may result
if such transfer is not exempt from registration and/or qualification under the Act or other applicable federal and state securities
laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph.
By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such
information in any manner that could result in a violation of any provision of the Act or other applicable securities laws or
that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Act. Following any transfer,
sale, pledge or assignment of an Excess Servicing Fee Right or the termination of KeyBank as the Servicer, the Person then acting
as the Servicer, shall pay, out of each amount paid to such Servicer as Servicing Fees, the related Excess Servicing Fees to the
holder of such Excess Servicing Fee Right within one Business Day following the payment of such Servicing Fees to such Servicer,
in each case in accordance with payment instructions provided by such holder in writing to such Servicer. The holder of an Excess
Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph.
None of the Depositor, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor shall have any
obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee
Right.


 


(i)       The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any Disclosable Special Servicer Fees and
any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates shall be remitted to the Servicer
to be deposited by the Servicer into the Collection Account within two (2) Business Days of the receipt of such Disclosable Special
Servicer Fees by the Special Servicer or its Affiliates.


 


(j)       With
respect to each Distribution Date, the Special Servicer shall deliver or cause to be delivered to the Servicer within two (2)
Business Days following the


 



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 Determination Date related to such Distribution Date, and the Servicer, to the extent it has received
such report, shall deliver to the Certificate Administrator, without charge, one Business Day prior to the Distribution Date an
electronic report, which may include HTML, word or excel compatible format, clean and searchable PDF format or such other format
as mutually agreeable between the Certificate Administrator, the Servicer and the Special Servicer that discloses and contains
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates, if any,
with respect to such Distribution Date.


 


(k)       With
respect to any fees as to which both the Servicer and the Special Servicer are entitled to receive a portion, the Servicer and
the Special Servicer each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its
respective portion of such fee; provided that (A) neither the Servicer nor the Special Servicer shall have the right to
reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special
Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or
elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s
portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer will nevertheless be entitled to charge
its portion of the related fee to which the Special Servicer would have been entitled if the Servicer had charged a fee and the
Servicer will not be entitled to any of such fee charged by the Special Servicer.


 


3.18.       Reports
to the Certificate Administrator; Account Statements.


 


(a)       The
Servicer shall prepare, or cause to be prepared, and deliver to the Certificate Administrator, in an electronic format reasonably
acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices, not later than (i) 3:00 p.m. (New York
time) two (2) Business Days prior to each Distribution Date, the CREFC® Loan Periodic Update File and CREFC®
Appraisal Reduction Template, (ii) 2:00 p.m. (New York time) two (2) Business Days prior to each Distribution Date, any
updated CREFC® Loan Periodic Update File, if applicable, and (iii) 3:00 p.m. (New York time) one (1) Business Day
prior to each Distribution Date, the remaining CREFC® Reports (other than the CREFC® Special Servicer
Loan File).


 


The
Servicer shall make the CREFC® Reports (except the CREFC® Bond Level Files, the CREFC® Collateral
Summary File, the CREFC® Special Servicer File, the CREFC® Operating Statement Analysis Report and
the CREFC® NOI Adjustment Worksheet) available (i) prior to the securitization of the Companion Loan, to the Companion
Loan Holders on each Distribution Date; and (ii) following securitization of the Companion Loan, to the master servicer of the
Other Securitization Trust no later than two (2) Business Days after the Determination Date.


 


The
CREFC® Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet shall be delivered
to the Certificate Administrator by the Servicer (with respect to Specially Serviced Mortgage Loans or Foreclosed Property, to
the extent received from the Special Servicer) on a quarterly and annual basis (commencing with the quarter ending June 30, 2020
and year ending December 31, 2020, each within 30 days after receipt by the Servicer or the Special Servicer, as applicable),
and shall be delivered by the Servicer to the


 



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 Certificate Administrator (with respect to Specially Serviced Mortgage Loans or
Foreclosed Property, to the extent received from the Special Servicer) within 30 days after receipt by the Servicer or the Special
Servicer, as applicable, of the financial statements, operating statements, rent rolls, or other information required to prepare
(or, if previously prepared, update) the CREFC® Operating Statement Analysis Report and the CREFC®
NOI Adjustment Worksheet, but will not be deemed to have been received by the Certificate Administrator until such time as it
is actually received; provided, however, that any analysis or report with respect to the first calendar quarter
of each year shall not be required to the extent provided in the then-current applicable CREFC® guidelines.


 


Additionally,
the Servicer shall deliver the CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment
Worksheet on a monthly basis to the Certificate Administrator; provided, however, the Servicer shall have no obligation
to update such reports except as set forth in the immediately preceding paragraphs, and no analysis or update shall be required
to the extent such analysis or update is not required to be provided under the then-current applicable CREFC® guidelines.


 


(b)      The
Servicer shall furnish to the Certificate Administrator in electronic format the CREFC® Reports produced by it
pursuant to this Agreement not later than the time period specified in Section 3.18(a), and thereafter, upon the request
of the Rating Agency, to the 17g-5 Information Provider, who shall make such reports available to the Rating Agency on its website.


 


(c)       The
Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer by the
Borrower pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer,
the Trust Loan Seller or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer
or the Special Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer shall
use efforts consistent with Accepted Servicing Practices to correct patent errors). The Special Servicer shall promptly deliver
to the Servicer the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports and the most recently
prepared or updated CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment Worksheet
with respect to the Mortgage Loan if it is a Specially Serviced Mortgage Loan and any Foreclosed Property in an electronic format,
reasonably acceptable to the Servicer and the Special Servicer as of the Determination Date.


 


3.19.       [Reserved].


 


3.20.       [Reserved].


 


3.21.       Access
to Certain Documentation Regarding the Mortgage Loan and Other Information.


 


(a)            Upon
reasonable advance notice, the Certificate Administrator or the Custodian, as applicable, shall provide reasonable access during
its normal business hours at its Corporate Trust Office to certain reports and to information and documentation in its possession


 



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or in its control regarding the Mortgage Loan to any Privileged Person (other than a Borrower Affiliate, the Manager, or their
respective agents or Affiliates); provided, however, that to the extent such reports, information and documentation
is provided to a Rating Agency, the 17g-5 Information Provider shall first post such information to the Certificate Administrator’s
Website. Such information shall include, but shall not be limited to, the CREFC® Reports provided to the Certificate
Administrator by the Servicer.


 


(b)       Upon
request of the Depositor or the Rating Agency, 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 Agency to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with Section 8.14(b). In no event shall the 17g-5 Information
Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.
In addition, upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format mutually agreed upon by
the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having been previously made available
to NRSROs by the Depositor prior to the Closing Date, the 17g-5 Information Provider shall post such information on the 17g-5
Information Provider’s Website pursuant to Section 8.14(b).


 


(c)       Upon
the request of a Certificateholder or any Beneficial Owner or a prospective purchaser of a Certificate that is a QIB and is designated
as a prospective purchaser by a Certificateholder or Beneficial Owner and, in any case, has delivered an Investor Certification
in the form of Exhibit K-1 hereto to the Depositor and the Certificate Administrator (collectively, the “Rule
144A Information Recipients”), the Certificate Administrator shall make available to the Rule 144A Information Recipients
such information as is specified pursuant to Rule 144A(d)(4) under the Act (“Rule 144A Information”), to the
extent such Rule 144A Information has been received by the Certificate Administrator. If the Certificate Administrator receives
a request for Rule 144A Information in connection with the resale of any Certificate by a Certificateholder or Beneficial Owner,
and such Rule 144A Information has not previously been provided to the Certificate Administrator by the Depositor, the Certificate
Administrator shall, within three (3) Business Days of receipt of such request, notify the Depositor of such request and identify
the Rule 144A Information requested. The Depositor shall use commercially reasonable efforts to provide the requested Rule 144A
Information to the Certificate Administrator, to the extent the requested Rule 144A Information is in the Depositor’s possession.
The Certificate Administrator shall, within three (3) Business Days of receipt of any additional Rule 144A Information from the
Depositor (i) convey such additional requested Rule 144A Information to the requesting Rule 144A Information Recipient and (ii)
post such additional requested Rule 144A Information on the Certificate Administrator’s Website.


 


3.22.       Inspections. (a)
The Servicer shall inspect or cause to be inspected the Property not less frequently than once each year commencing in 2021, so
long as a Special Servicing Loan Event is not then continuing. The Special Servicer shall inspect or cause to be inspected the
Property, as applicable, promptly following the occurrence of a Special Servicing Loan Event and annually for so long as a Special
Servicing Loan Event is continuing. The Servicer or the Special Servicer, as applicable, shall further inspect, or cause to be
inspected, the Property whenever it receives information that the Property has been materially damaged, left


 



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 vacant, or abandoned,
or if waste is being committed thereto. All such inspections shall be performed in such manner as shall be consistent with Accepted
Servicing Practices. The cost of the annual inspections referred to in the first sentence of this paragraph shall be an expense
of the Servicer; the cost of all additional inspections referred to in this paragraph shall be a Trust Fund Expense and if paid
by the Servicer shall constitute a Property Protection Advance or an Administrative Advance. The Servicer or Special Servicer,
as the case may be, shall prepare a written report of inspection and deliver it to the Certificate Administrator and Companion
Loan Holders in electronic format. The Certificate Administrator shall post such report on the Certificate Administrator’s
Website pursuant to Section 8.14(b).


 


(b)       The
Special Servicer, if the Mortgage Loan is a Specially Serviced Mortgage Loan, and the Servicer, if the Mortgage Loan is not a
Specially Serviced Mortgage Loan, shall make reasonable efforts to collect promptly and review from the Borrower quarterly and
annual operating statements, financial statements, budgets and rent rolls of the Properties, and the quarterly and annual financial
statements of such Borrower, and any other reports or documents required to be delivered under the terms of the Mortgage Loan.
The Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more than once
if the Borrower are not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. The Servicer
or Special Servicer, as applicable, shall deliver copies of any of the foregoing items so collected thereby, upon the request
of the Rating Agency, to the 17g-5 Information Provider who shall post such items to the 17g-5 Information Provider’s Website.


 


3.23.       Advances. (a)
In the event that all or a portion of any Monthly Payment (other than the Balloon Payment and Default Interest) or an Assumed
Monthly Payment, as applicable, representing interest on the Trust Loan has not been received by the close of business on the
Business Day immediately prior to any Remittance Date, the Servicer, subject to its determination that such amounts are not Nonrecoverable
Advances, shall make an advance on such Remittance Date to the Distribution Account, in an amount equal to the interest portion
of such Monthly Payment (or portion thereof) (or in the amount of the Assumed Monthly Payment, or portion thereof, as applicable)
with respect to the Trust Loan that has not been received by the close of business on the Business Day immediately prior to such
Remittance Date (net of the Servicing Fee with respect to the Trust Loan, which shall not be paid to the Servicer until funds
in the Collection Account are available for payment of such fee); provided that neither the Servicer nor any other party
shall be entitled to interest accrued on the amount of any Monthly Payment Advance with respect to the Trust Loan if the delinquent
amount of the Monthly Payment (or, if applicable, the Assumed Monthly Payment) in respect of such Trust Loan is received by the
Servicer or the Certificate Administrator, as applicable, by 2:00 p.m., New York time, on such Remittance Date. The portion of
any Monthly Payment Advance equal to the CREFC® Intellectual Property Royalty License Fee for the Trust Loan and
such Distribution Date will not be remitted to the Certificate Administrator but will be remitted to CREFC® by
the Servicer. The Servicer shall also advance in respect of each Payment Date following (x) a delinquency in the payment of the
Balloon Payment of the Trust Loan or foreclosure (or acceptance of a deed-in-lieu of foreclosure or comparable conversion) of
the Mortgage Loan or (y) not later than the related Remittance Date, to the Distribution Account, the amount of any Assumed Monthly
Payment deemed due with respect to the Trust Loan on such Payment Date. For the avoidance of doubt, in the event that the amount
of interest and/or principal on the Trust


 



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 Loan is reduced as a result of any modification to the Trust Loan, any Monthly Payment
Advance made with respect to such modified Trust Loan shall be in such amounts as may be required as a result of such reduction.
Notwithstanding anything to the contrary herein and subject to the determination of nonrecoverability provided in this Section
3.23, in the event that the Property becomes Foreclosed Property, the Servicer shall continue to make advances as required
pursuant to this Section 3.23(a) with respect to each Payment Date following such event in an amount equal to the Monthly
Payment or Assumed Monthly Payment, as applicable, due or deemed due with respect to the Trust Loan on such Payment Date, as if
the Property had not become a Foreclosed Property and the Trust Loan continued to be outstanding. If and to the extent such information
is not already included in the Distribution Date Statement for the month in which such Monthly Payment Advance is made, the Servicer
shall notify the master servicer and trustee with respect to each Other Securitization Trust of the amount of any Monthly Payment
Advance made pursuant to this Section 3.23(a) within two Business days of making such advance. The Servicer shall maintain
a record of each Monthly Payment Advance it has made pursuant to this Section 3.23(a) on the Trust Loan and shall notify
the Certificate Administrator thereof in the appropriate CREFC® Reports in order to permit allocation thereof pursuant
to Sections 3.4 and 3.5. In the event that the Servicer does not remit any amounts required to be remitted to the
Certificate Administrator on each Remittance Date (including any amounts required to be remitted pursuant to Section 3.5
and any required Monthly Payment Advance) to the Certificate Administrator for deposit in the Distribution Account on the Remittance
Date, the Servicer shall pay to the Certificate Administrator interest on such amounts at the federal funds rate for the period
from and including the Remittance Date to but excluding the Distribution Date or, if earlier, the actual remittance date.


 


At
any time that a Trust Appraisal Reduction Amount exists with respect to the Mortgage Loan, the amount that would otherwise be
required to be advanced by the Servicer in respect of delinquent payments of interest on the Trust Loan shall be reduced by multiplying
such amount by a fraction, the numerator of which is the then-outstanding principal balance of the Trust Loan minus the Trust
Appraisal Reduction Amount allocable to the Trust Loan (including any deemed Trust Appraisal Reduction Amount) and the denominator
of which is the then-outstanding principal balance of the Trust Loan.


 


(b)       Subject
to Section 3.23(e), the Servicer shall advance, for the benefit of the Certificateholders and the Companion Loan Holders,
to the extent it determines that such amount is recoverable, all customary and reasonable out-of-pocket costs and expenses incurred
by the Servicer or the Special Servicer in the performance of its respective servicing obligations, including, but not limited,
to the costs and expenses incurred in connection with (i) the preservation, restoration, operation and protection of the Property
which, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are necessary to prevent
an immediate or material loss to the Trust Fund’s interest in the Property, (ii) the payment of (A) real estate taxes, assessments,
ground rents and governmental charges that may be levied or assessed against the Borrower or any of its Affiliates or the Property
or revenues therefrom or which become liens on the Property, (B) insurance premiums and (C) the out-of-pocket costs and expenses
of the Servicer or the Special Servicer, as applicable (including, without limitation, reasonable attorneys’ fees and expenses)
to the extent not paid by the Borrower that are incurred in connection with a sale of the Mortgage Loan, the negotiation of a
workout of the Mortgage Loan, an assumption of the Mortgage Loan or a release of the Property from the lien of the


 



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 Mortgage, (iii)
any enforcement or judicial proceedings, including foreclosures and including, but not limited to, court costs, reasonable attorneys’
fees and expenses and costs for third party experts, including Independent Appraisers, environmental and engineering consultants,
and (iv) the management, operation and liquidation of the Property if the Property is acquired by the Trust (collectively, “Property
Protection Advances”). In addition, subject to Section 3.23(e), the Servicer shall advance amounts eligible for
withdrawal from the Collection Account pursuant to clauses (iii) (other than Servicing Fees), (v)(b), (vi) (to
the extent reimbursements of such amounts are owed to the Trustee only), (vii), (ix) or (xi) of Section
3.4(c) (collectively, “Administrative Advances”) on or prior to the related Distribution Date to the extent
(A) such amounts are not paid from the Collection Account pursuant to the second paragraph of Section 3.4(c) and (B) it
determines that such amounts are payable or reimbursable by the Borrower and would not be a Nonrecoverable Advance. During the
continuation of a Special Servicing Loan Event, the Special Servicer shall give the Servicer and the Trustee not less than five
(5) Business Days’ written notice before the date on which the Servicer is requested to make any Property Protection Advance
with respect to the Mortgage Loan or any Foreclosed Property; provided, however, that only three (3) Business Days’
written notice shall be required in respect of Property Protection Advances required to be made on an urgent or emergency basis
(which may include, without limitation, Property Protection Advances required to make tax or insurance payments). In addition,
the Special Servicer shall provide the Servicer with such information in its possession as the Servicer may reasonably request
to enable the Servicer to determine whether a requested Property Protection Advance would constitute a Nonrecoverable Advance.
Subject to Section 6.3, notwithstanding anything herein to the contrary, if the Special Servicer requests that the Servicer
make an Advance, the Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Advance;
provided, however, that the Special Servicer shall not be entitled to make such a request more frequently than once per
calendar month with respect to Advances other than emergency Advances (although such request may relate to more than one Advance).
The Special Servicer shall not be obligated to make any Advance.


 


(c)       To
the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall be required
to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and the Trustee (pursuant
to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this Agreement (subject to
the applicable recoverability determination), and shall continue to apply with respect to the Trust Loan after any modification
or amendment of the Mortgage Loan pursuant to Section 3.24 hereof, beyond the Maturity Date of the Mortgage Loan if a payment
default shall have occurred on such date and through any court appointed stay period or similar payment delay resulting from any
insolvency of the Borrower or related bankruptcy, notwithstanding any other provision of this Agreement, subject to the requirement
of recoverability, until the earliest of (i) the payment in full of the Mortgage Loan, (ii) the date on which the Property becomes
liquidated or (iii) the date on which the Mortgage Loan is sold.


 


(d)       Interest
on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding at a rate of interest
equal to the Prime Rate (the “Advance Rate”) for each such day (or the most recent day on which the Prime Rate
was reported, if not reported on such day) on the basis of a year of 360 days and the actual number of days elapsed in a month.
Interest on the Advances shall compound annually. If the context


 



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 requires, each reference to the reimbursement or payment of an
Advance also includes, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate
through but excluding the date of payment or reimbursement.


 


(e)       Notwithstanding
any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make an Advance only
to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together with interest thereon
at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee and the Servicer, in that order, shall
be entitled to reimbursement for any such Advances relating to the Trust Loan or the Mortgage Loan, as applicable, from the Collection
Account and shall obtain such reimbursement in accordance with Section 3.4(c). If the context requires, each reference
to the reimbursement or payment of an Advance shall be deemed to include, whether or not specifically referred to, payment or
reimbursement of interest thereon at the Advance Rate through but excluding the date of payment or reimbursement.


 


(f)       The
determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance, if made,
would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate in electronic
format to the Companion Loan Holders, the Operating Advisor, the Certificate Administrator, the Trustee (if such determination
is made by the Servicer), the Servicer and the Special Servicer, detailing the reasons for such determination with supporting
documents attached. Such Officer’s Certificate shall be made available to any Privileged Person by the Certificate Administrator
posting such Officer’s Certificate to the Certificate Administrator’s Website in accordance with Section 8.14(b).
The costs of any appraisals, engineering reports, environmental reports or surveys and other information requested by the Servicer
or the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated as Trust Fund Expenses, payable from the Collection
Account pursuant to Section 3.4(c), and shall constitute a Property Protection Advance or Administrative Advance, as applicable,
if paid by the Servicer or the Trustee from its funds. Subject to Section 6.3, the Servicer’s reasonable determination
of nonrecoverability in accordance with the above provisions shall be conclusive and binding on the Trustee and the Trustee shall
be entitled to rely conclusively thereupon. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable
Advance, shall make such determination in its commercially reasonable judgment, solely in its capacity as Trustee.


 


(g)      The
Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to any Companion Loan,
(ii) any Balloon Payment with respect to the Trust Loan (but are obligated to advance the related Assumed Monthly Payment in accordance
with the terms of this Agreement), (iii) any Default Interest, Late Payment Charges, Yield Maintenance Premiums or Yield Maintenance
Default Premiums, (iv) amounts required to cure any damages resulting from Uninsured Causes (except as required pursuant to Section
3.12(c)), any failure of the Property to comply with any applicable law, including any environmental law, or (except in connection
with the foreclosure or other acquisition of the Property in accordance with Section 3.12 upon the occurrence of a Mortgage
Loan Event of Default) to investigate, test, monitor, contain, clean up, or remedy an environmental condition present at the Property,
(v) any losses arising with respect to defects in the title to the Property, (vi) any costs of capital improvements to the Property
other than those


 



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 necessary to prevent an immediate or material loss to the Trust’s interest in the Property or (vii) subordinated
obligations. In addition, the Servicer and the Trustee shall have no obligation to make any Monthly Payment Advances with respect
to the Companion Loans.


 


(h)       The
Servicer or the Trustee may consider (among other things) the following when making a non-recoverability determination: (a) the
existence of any outstanding Nonrecoverable Advance (plus accrued and unpaid interest thereon) with respect to the Trust Loan,
the Mortgage Loan or any Foreclosed Property the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Servicer or the Trustee, (b) the obligations of the Borrower under the terms of the Mortgage Loan as it may
have been modified, (c) the Property in its “as-is” or then-current conditions and occupancies, as modified by such
party’s assumptions (consistent with Accepted Servicing Practices in the case of the Servicer and the Special Servicer or
in its commercially reasonable judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility
and effects of future adverse changes with respect to the Property, (d) future expenses and (e) the timing of recoveries.


 


3.24.       Modifications
of Mortgage Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is continuing)
or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may, subject to (x) the consent of the Directing
Holder (subject to limitations on such consent pursuant to Section 9.3(a) herein) prior to the occurrence and continuance
of a Mortgage Loan Control Event, (y) the consultation and review rights of the Directing Holder (subject to limitations on such
rights pursuant to Section 9.3(a) herein) after the occurrence and during the continuance of a Mortgage Loan Control Event
but prior to the occurrence of a Mortgage Loan Consultation Termination Event and (z) the consultation and review rights of the
Operating Advisor after the occurrence and during the continuance of an Operating Advisor Consultation Event, modify, waive or
amend any term of the Mortgage Loan if such modification, waiver or amendment (a) is consistent with Accepted Servicing Practices
and (b) does not either (i) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor
Trust to fail to qualify as a grantor trust under the Code or (ii) subject either such Trust REMIC to any tax under the REMIC
Provisions (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel
in connection with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special
Servicer permit an extension of the Maturity Date beyond the date that is the earlier of (a) five (5) years prior to the latest
Rated Final Distribution Date and (b) 20 years or, to the extent consistent with Accepted Servicing Practices giving due consideration
to the remaining term of the ground lease, 10 years, prior to the end of the current term of the ground lease, plus any options
to extend the ground lease exercisable unilaterally by the Borrower. In connection with (i) the release of the Property or portion
thereof from the lien of the related Mortgage or (ii) the taking of the Property or portion thereof by exercise of the power of
eminent domain or condemnation, if the Mortgage Loan Documents require the Servicer or the Special Servicer, as applicable, to
calculate the loan-to-value ratio of the remaining portion of the Property, for purposes of REMIC qualification of the Trust Loan,
then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern
value, if any. The Servicer shall provide to the Special Servicer notice of all Borrower requests related to any Mortgage Loan
modification or assumption and, so long as no Mortgage Loan Consultation Termination Event is continuing, the Special Servicer
shall forward such notice to the Directing Holder.


 






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(b)       All
modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent with
Accepted Servicing Practices, the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer or the Special
Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Companion Loan Holders, the Operating Advisor
and the Depositor and, so long as no Mortgage Loan Consultation Termination Event has occurred, the Directing Holder, in writing,
of any modification, waiver or amendment of any term of the Mortgage Loan and the date thereof, and shall deliver to the Custodian
(with a copy to the Trustee, the Operating Advisor and each Companion Loan Holder) an original recorded (if applicable) counterpart
of the agreement relating to such modification, waiver or amendment within ten (10) Business Days following the execution and
recordation (if applicable) thereof. In the event the Servicer or Special Servicer, or a court of competent jurisdiction in connection
with a workout or proposed workout of the Mortgage Loan, modifies the interest rate applicable to the Mortgage Loan, the aggregate
adverse economic effect of the modification (if any) required to be borne by the holders of the Trust Notes pursuant to the Co-Lender
Agreement shall be applied to the Certificates, in reverse order of seniority. If all or any portion of the Mortgage Loan is modified,
the Net Trust Note Rate shall not change for purposes of distributions on the Certificates.


 


(c)       Subject
to Section 3.26, any modification of the Mortgage Loan Documents that requires a Rating Agency Confirmation pursuant to
the Mortgage Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating
Agency Confirmation in the Mortgage Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s,
as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Borrower’s
expense in accordance with the Mortgage Loan Agreement or, if not so provided in the Mortgage Loan Agreement or if the Borrower
does not pay, as a Trust Fund Expense.


 


(d)       Notwithstanding
the foregoing or anything to the contrary in Section 9.3, the Servicer and (if a Special Servicing Loan Event is continuing)
the Special Servicer may, in accordance with Accepted Servicing Practices (without any Rating Agency Confirmation or consent of
the Directing Holder), grant the Borrower’s request for consent to subject the Property to an easement, right-of-way or
similar agreement for utilities, access, parking, public improvements or another similar purpose and may consent to subordination
of the Mortgage Loan to such easement, right-of-way or similar agreement. Neither the Servicer nor the Special Servicer may condition
the granting of any of the above on receipt of Rating Agency Confirmation if such condition would not be consistent with or permitted
by the Mortgage Loan Documents.


 


(e)       Subject
to Section 3.26 of this Agreement, prior to implementing any of the actions under the definition of RAC Decision, the Servicer
or Special Servicer shall obtain a Rating Agency Confirmation from the Rating Agency.


 


(f)        Notwithstanding
the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions of the Mortgage
Loan Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Servicer has (i) received
replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii),
which satisfies


 



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 the requirements of the Mortgage Loan Documents, in an amount sufficient to make all scheduled payments required
under the terms of the Mortgage Loan when due, (ii) received a certificate of an Independent certified public accountant to the
effect that such substituted property will provide cash flows sufficient to meet all payments of interest and principal (including
payments at maturity) on the Mortgage Loan in compliance with the requirements of the terms of the Mortgage Loan Documents, (iii)
received one or more Opinions of Counsel (at the expense of the related Borrower) to the effect that the Trustee, on behalf of
the Trust Fund, will have a first priority perfected security interest in such substituted property; provided, however,
that, to the extent consistent with the Mortgage Loan Documents, the Borrower shall pay the cost of any such opinion as a condition
to granting such defeasance, (iv) to the extent consistent with the Mortgage Loan Documents, the Borrower shall have designated
a single purpose entity to act as a successor mortgagor, if so required by the Rating Agency, (v) to the extent permissible under
the Mortgage Loan Documents, the Servicer shall use its reasonable efforts to require the Borrower 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, the Servicer shall obtain, at the expense of the Borrower, Rating Agency Confirmation from the Rating Agency.
If the Servicer receives notice of a request for defeasance with respect to the Mortgage Loan, the Servicer shall provide upon
receipt of such notice, written notice of such defeasance request to the Trust Loan Seller or its assignee and until such time
as the Trust Loan Seller provides written notice to the contrary, notice of a defeasance of the Mortgage Loan shall be delivered
to the Trust Loan Seller pursuant to the notice provisions of the Trust Loan Purchase Agreement.


 


(g)       The
Servicer shall deposit all payments received by it from defeasance collateral substituted for the Property into the Collection
Account and treat any such payments as payments made on the Mortgage Loan in advance of its Payment Date, and not as a prepayment
of the Mortgage Loan. The Servicer shall deposit all payments received by it from defeasance collateral substituted for the Property
into the Collection Account and treat any such payments as payments made on the Mortgage Loan in advance of its Payment Date,
and not as a prepayment of the Mortgage Loan. Notwithstanding anything herein to the contrary, in no event shall the 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)       Subject
to the terms of this Section 3.24, each of the Servicer and Special Servicer, respectively, shall be permitted in its sole
discretion to waive all or any portion of Default Interest to the extent consistent with Accepted Servicing Practices. Failure
to waive any Default Interest by the Servicer or Special Servicer shall not in any way be deemed a violation of Accepted Servicing
Practices.


 


3.25.       Conflicts
of Interests; Mandatory Resignation of Servicer and Special Servicer May Own Certificates; Conflicts of Interest. (a)
The Servicer, the Special Servicer and any agent thereof in its individual or any other capacity may become the owner or pledgee
of Certificates with the same rights it would have if it were not the Servicer or the Special Servicer or such agent except as
otherwise provided herein subject to the restrictions on voting set forth in the definition of Certificateholder.


 






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(b)       Neither
the Special Servicer nor any of its Affiliates shall resign from its obligations and duties as Servicer or Special Servicer, as
applicable, under this Agreement, except as provided in Section 6.4 hereof. In the event that the Special Servicer becomes
a Borrower Affiliate, the Special Servicer shall promptly notify the Trustee and the Certificate Administrator of such affiliation.
Upon receipt of such notice, the Trustee shall promptly send a request to the Special Servicer requesting that the Special Servicer
resign as Special Servicer and promptly appoint a replacement special servicer in accordance with Section 6.4 of this Agreement.
In the event that no replacement Special Servicer is appointed within thirty (30) days for any reason after receipt by the Trustee
of a notice of such affiliation, the Trustee may petition the court for appointment of a successor Special Servicer at the expense
of resigning Special Servicer.


 


3.26.       The
Operating Advisor. 


 


(a)       The Operating Advisor shall review (i) the actions of
the Special Servicer with respect to the Mortgage Loan when it is a Specially Serviced Mortgage Loan and the actions of the Special
Servicer with respect to Major Decisions relating to the Mortgage Loan when it is not a Specially Serviced Mortgage Loan with
respect to which a Major Decision Reporting Package has been delivered to the Operating Advisor, (ii) all reports by the Special
Servicer made available to Privileged Persons that are posted on the Certificate Administrator’s Website and (iii) each
Asset Status Report and Final Asset Status Report delivered to the Operating Advisor by the Special Servicer. The Operating Advisor
shall perform its duties hereunder in accordance with the Operating Advisor Standard. The Operating Advisor shall consider Accepted
Servicing Practices in connection with its review of the Special Servicer activities hereunder, but in no case shall the Operating
Advisor itself be bound by Accepted Servicing Practices.


 


(b)       The
Operating Advisor and its Affiliates will be obligated to keep confidential any information appropriately labeled as “Privileged
Information” received from the Special Servicer or the Directing Holder in connection with the Directing Holder’s
exercise of its rights under this Agreement (including, without limitation, in connection with the review and/or approval of any
Asset Status Report or Final Asset Status Report) or otherwise in connection with this transaction, except under the circumstances
described in Section 3.26(f) and subject to any law, rule, regulation, order, judgment or decree requiring the disclosure
of such Privileged Information. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating
Advisor agrees that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely
for purposes of complying with its duties and obligations hereunder.


 


(c)       
(i) Based on the Operating Advisor’s review of (x) any assessment of compliance, attestation report and other information
delivered to the Operating Advisor by the Special Servicer made available to Privileged Persons that are posted on the Certificate
Administrator’s Website during the prior calendar year, (y) prior to the occurrence and continuance of an Operating Advisor
Consultation Event, with respect to the Mortgage Loan when it is a Specially Serviced Mortgage Loan, any Final Asset Status Report
or Major Decision Reporting Package, and (z) after the occurrence and continuance of an Operating Advisor Consultation Event,
any Asset Status Report and any Major Decision Reporting Package, the


 



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 Operating Advisor shall (if, at any time during the prior
calendar year, (A) the Mortgage Loan was a Specially Serviced Mortgage Loan or (B) there existed an Operating Advisor Consultation
Event) deliver to the Certificate Administrator (which shall promptly post such report on the Certificate Administrator’s
Website in accordance with Section 8.14(b)), the 17g-5 Information Provider (who shall post it to the 17g-5 Information
Provider’s Website in accordance with Section 8.14(b)) and the Depositor within one hundred twenty (120) days of
the end of the prior calendar year, an annual report (the “Operating Advisor Annual Report”), substantially
in the form of Exhibit Z (which form may be modified or altered as to either its organization or content by the Operating
Advisor, subject to compliance of such form with the terms and provisions of this Agreement including, without limitation, provisions
herein relating to Privileged Information; provided, however, that in no event shall the information or any other
content included in the Operating Advisor Annual Report contravene any provision of this Agreement), setting forth whether the
Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer is operating in compliance
with Accepted Servicing Practices with respect to its performance of its duties under this Agreement during the prior calendar
year and identifying (1) which, if any, standards the Operating Advisor believes, in its sole discretion exercised in good faith,
the Special Servicer has failed to comply and (2) any deviations from the Special Servicer’s obligation hereunder with respect
to the resolution or liquidation of any Specially Serviced Mortgage Loan or Foreclosed Property; provided, however,
that in the event the Special Servicer is replaced, the Operating Advisor Annual Report shall only relate to such Special Servicer
that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the
date of such Operating Advisor Annual Report. Subject to the restrictions in this Agreement, including, without limitation, Section
3.26(d) hereof, each such Operating Advisor Annual Report shall (A) identify any deviations from (i) Accepted Servicing Practices
and (ii) the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of any Specially
Serviced Mortgage Loan or Foreclosed Property and (B) comply with all of the confidentiality requirements described in this Agreement
regarding Privileged Information (subject to a Privileged Information Exception). Such Operating Advisor Annual Report shall be
delivered to the Depositor, the Special Servicer, the Certificate Administrator (which shall promptly post such Operating Advisor
Annual Report on the Certificate Administrator’s Website in accordance with Section 8.14(b)) and the 17g-5 Information
Provider (who shall post it to the 17g-5 Information Provider’s Website in accordance with Section 8.14(b)); provided,
however, that the Special Servicer shall be given an opportunity to review the Operating Advisor Annual Report at least
five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider. In preparing
the Operating Advisor Annual Report, the Operating Advisor shall not be required to report on instances of non-compliance with,
or deviations from, the Accepted Servicing Practices or the Special Servicer’s obligations under this Agreement that the
Operating Advisor determines, in its sole discretion exercised in good faith, to be immaterial. The Operating Advisor shall have
no obligation to adopt any comments to the Operating Advisor Annual Report that are provided by the Special Servicer.


 


(ii)       In
the event the Operating Advisor’s ability to perform its obligations in respect of the Operating Advisor Annual Report is
limited or prohibited due to the failure of a party hereto to timely deliver information required to be delivered to the Operating
Advisor or because such information is inaccurate or incomplete, the Operating Advisor shall set forth such limitations or prohibitions
in the related Operating Advisor Annual Report and the Operating


 



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 Advisor shall not be subject to any liability arising from such
limitations or prohibitions. The Operating Advisor shall be entitled to conclusively rely on the accuracy and completeness of
any information it is provided without liability for any such reliance hereunder.


 


(d)      (i) After the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (i) Appraisal
Reduction Amounts or (ii) net present value in accordance with Section 1.3(c) used in the Special Servicer’s determination
of that course of action to take in connection with the workout or liquidation of the Mortgage Loan when it is a Specially Serviced
Mortgage Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional information
necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the
mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating Advisor promptly,
but in any event no later than two (2) Business Days after preparing such calculations, and the Operating Advisor shall promptly,
but no later than three (3) Business Days after receipt of such calculations and any supporting or additional materials, recalculate
the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable
formulas required to be utilized in connection with any such calculation.


 


(ii)       In
connection with this Section 3.26(d), in the event the Operating Advisor does not agree with the mathematical calculations
of the Appraisal Reduction Amount (as calculated by the Special Servicer) or net present value or the application of the applicable
non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer
shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary
portions of the related formula in arriving at those mathematical calculations or any disagreement within five (5) Business Days
of delivery of such calculations. In addition, with respect to the Operating Advisor’s review of net present value or Appraisal
Reduction Amount calculations, as applicable, the Operating Advisor’s recalculation shall not be required to take into account
the reasonableness of the Special Servicer’s property and borrower performance assumptions or other similar discretionary
portion(s) of the net present value or Appraisal Reduction Amount calculation, as applicable. The Servicer shall cooperate with
the Special Servicer and provide any information reasonably requested by such Special Servicer necessary for the calculation of
the Appraisal Reduction Amount that is in the Servicer’s possession or reasonably obtainable by the Servicer. In the event
the Operating Advisor and the Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such
five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and
the Certificate Administrator shall examine the calculations and supporting materials provided by the Operating Advisor and the
Special Servicer and determine which calculation is to apply (and shall provide prompt written notice of such determination to
the Operating Advisor and the Special Servicer).


 


(e)       Notwithstanding
the foregoing, prior to the occurrence and continuance of an Operating Advisor Consultation Event, the Operating Advisor will
be limited to an after-the-action review of any assessment of compliance, attestation report, Major Decision Reporting Package,
Asset Status Report, Final Asset Status Report and other information delivered to the Operating Advisor by the Special Servicer
or made available to Privileged Persons that are


 



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 posted on the Certificate Administrator’s Website during the prior calendar
year (together with any additional information and material reviewed by the Operating Advisor), and, therefore, it shall have
shall have no specific involvement with respect to collateral substitutions, assignments, workouts, modifications, consents, waivers,
lockbox management, insurance policies, borrower substitutions, lease changes, additional borrower debt, property management changes,
releases from escrow, assumptions and other similar actions that the Special Servicer may perform under this Agreement.


 


(f)        The
Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information”
confidential and shall not, without the prior written consent of the Special Servicer and (for so long as no Mortgage Loan Consultation
Termination Event is continuing) the Directing Holder, disclose such information to any other Person (including any Certificateholders
other than the Directing Holder), other than (i) to the extent expressly set forth herein, to the other parties to this Agreement
with a notice indicating that such information is Privileged Information, (ii) pursuant to a Privileged Information Exception
or (iii) where necessary to support specific findings or conclusions concerning allegations of deviations from Accepted Servicing
Practices (A) in the Operating Advisor Annual Report or (B) in connection with a recommendation by the Operating Advisor to replace
the Special Servicer. Each party to this Agreement that receives information that is appropriately labeled as “Privileged
Information” from the Operating Advisor with a notice stating that such information is Privileged Information shall not,
without the prior written consent of the Special Servicer and (other than during the Certificateholder Quorum Period and for so
long as no Mortgage Loan Consultation Termination Event is continuing) the Directing Holder, disclose such Privileged Information
to any Person other than pursuant to a Privileged Information Exception. Notwithstanding the foregoing, the Operating Advisor
shall be permitted to share Privileged Information with its Affiliates and any subcontractors of the Operating Advisor that agree
in writing to be bound by the same confidentiality provisions applicable to the Operating Advisor.


 


(g)      Subject
to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged
Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance
with the terms of Section 4.5.


 


(h)      As
compensation for its activities hereunder, the Operating Advisor shall be entitled to receive the Operating Advisor Fee on each
Distribution Date with respect to the Trust Loan. As to the Trust Loan, the Operating Advisor Fee shall accrue from time to time
at the Operating Advisor Fee Rate and shall be computed on the basis of the same principal amount, in the same manner and for
the same Mortgage Loan Interest Accrual Period respecting which any related interest payment on the Trust Loan is computed.


 


The
Operating Advisor shall be entitled to reimbursement of any Operating Advisor Expenses provided for pursuant to Section 3.26(i)
hereof, such amounts to be reimbursed from amounts on deposit in the Collection Account as provided by Section 3.4.
Each successor Operating Advisor shall be required to acknowledge and agree to the terms of the preceding sentence.


 






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In
addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Asset Status Report
or Major Decision for which the Operating Advisor has consultation obligations hereunder. The Operating Advisor Consulting Fee
shall be payable from funds on deposit in the Collection Account as provided in Section 3.4 of this Agreement, but only
to the extent such Operating Advisor Consulting Fee is actually received from the Borrower. When the Operating Advisor has consultation
obligations with respect to an Asset Status Report or Major Decision under this Agreement, the Servicer or the Special Servicer,
as the case may be, shall use efforts to collect the applicable Operating Advisor Consulting Fee from the Borrower in connection
with such Asset Status Report or Major Decision that are consistent with the efforts that the Servicer or the Special Servicer,
as applicable, would use to collect any Borrower-paid fees not specified in the Mortgage Loan Agreement owed to it in accordance
with Accepted Servicing Practices, but only to the extent not prohibited by the related Mortgage Loan documents. The Servicer
or Special Servicer, as the case may be, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the
Borrower if it determines that such full or partial waiver is in accordance with the Accepted Servicing Practices, but in no event
shall the Servicer or such Special Servicer take any enforcement action with respect to the collection of such Operating Advisor
Consulting Fee other than requests for collection; provided that the Servicer or Special Servicer, as applicable, shall
consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction.


 


(i)        The
Operating Advisor may be removed upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the
Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances
of Classes to which such Appraisal Reduction Amounts are allocable) requesting a vote to terminate and replace the Operating Advisor
with a proposed successor Operating Advisor (provided that the proposed successor Operating Advisor is an Eligible Operating
Advisor), (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by
the Certificate Administrator in connection with administering such vote and (iii) receipt by the Trustee and the Certificate
Administrator of Rating Agency Confirmation from the Rating Agency (which confirmations shall be obtained by the Certificate Administrator
at the expense of such Holders and will not constitute an additional expense of the Trust). The Certificate Administrator shall
promptly provide written notice to all Certificateholders and the Operating Advisor of such request by posting such notice on
the Certificate Administrator’s Website in accordance with Section 8.14(b), and concurrently by mail at their addresses
appearing on the Certificate Register. Upon the vote or written direction of Holders of a majority of the aggregate Certificate
Balance of all Classes of Principal Balance Certificates (taking into account the application of Appraisal Reduction Amounts to
notionally reduce the Certificate Balances of Classes to which such Appraisal Reduction Amounts are allocable), the Trustee shall
terminate all of the rights and obligations of the Operating Advisor under this Agreement (other than any rights or obligations
that accrued prior to the date of such termination (including accrued and unpaid compensation) and other than indemnification
rights (arising out of events occurring prior to such termination)) by written notice to the Operating Advisor, and the proposed
successor operating advisor shall be appointed. The Holders of the Certificates that initiated the vote to replace the Operating
Advisor shall pay the costs and expenses incurred in connection with the removal and replacement of the Operating Advisor pursuant
to this paragraph. The Certificate Administrator shall include on each Distribution Date Statement a


 



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 statement that each Certificateholder
may access such notices on the Certificate Administrator’s Website and that each Certificateholder may register to receive
e-mail notifications when such notices are posted thereon.


 


(j)       After
the occurrence of an Operating Advisor Termination Event, the Trustee may, and upon the written direction of Certificateholders
representing at least 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally
reduce the Certificate Balance of the Classes of Certificates), the Trustee shall promptly terminate the Operating Advisor for
cause and appoint a replacement Operating Advisor that is an Eligible Operating Advisor; provided, that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. The Trustee may rely on a certification by the replacement Operating Advisor that it is an Eligible
Operating Advisor. If the Trustee is unable to find a replacement operating advisor that is an Eligible Operating Advisor within
thirty (30) days of the termination of the Operating Advisor, the Depositor shall be permitted to find a replacement. Upon any
termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon as possible,
give written notice of the termination and appointment to the Special Servicer, the Servicer, the Certificate Administrator, the
Depositor, the Directing Holder (only if no Mortgage Loan Consultation Termination Event is continuing), the Certificateholders
and the 17g-5 Information Provider.


 


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


 


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


 


(m)       The
Operating Advisor may resign from its obligations and duties hereby imposed on it (a) upon thirty (30) days prior written notice
to the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Directing Holder, if
applicable, if the Operating Advisor has secured a replacement that is an Eligible Operating


 



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 Advisor and (b) upon the appointment
of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating Advisor and receipt
by the Trustee of Rating Agency Confirmation from the Rating Agency. No such resignation by the Operating Advisor shall become
effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s responsibilities
and obligations. If no successor Operating Advisor has been so appointed and accepted the appointment within thirty (30) days
after the notice of resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for the appointment
of a successor operating advisor that is an Eligible Operating Advisor. The resigning Operating Advisor shall pay all costs and
expenses (including costs and expenses incurred by the Trustee and the Certificate Administrator) associated with a transfer of
its duties pursuant to this Section 3.26.


 


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


 


(o)      The
parties hereto agree, and the Certificateholders by their acceptance of their Certificates shall be deemed to have agreed, that
(i) subject to Section 6.3, the Operating Advisor shall have no liability to any Certificateholder for any actions taken
or for refraining from taking any actions under this Agreement, (ii) the Operating Advisor shall act solely as a contracting party
to the extent set forth in this Agreement, (iii) the Operating Advisor shall have no (A) fiduciary duty, or (B) other duty except
with respect to its specific obligations under this Agreement, and shall have no duty to any particular Class of Certificates
or particular Certificateholders, and (iv) the Operating Advisor does not constitute an “investment adviser” within
the meaning of the Investment Advisers Act of 1940, as amended.


 


(p)      The
Operating Advisor shall not make any investment in any Class of Certificates.


 


(q)      The
Operating Advisor may delegate its duties to agents or subcontractors to the extent such agents or subcontractors satisfy clauses
(c), (d) and (f) of the definition of “Eligible Operating Advisor” and so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 3.26. Notwithstanding
the foregoing sentence, the Operating Advisor shall remain obligated and primarily liable for any actions required to be performed
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Operating Advisor alone were performing
its obligations under this Agreement.


 


(r)       For
the avoidance of doubt, while the Operating Advisor may serve in a similar capacity with respect to other securitizations that
involve the same parties or Borrower involved in this securitization, any experience or knowledge gained by the Operating Advisor
from such other engagements may not be imputed to the Operating Advisor for this transaction;


 



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 provided, however,
the Operating Advisor may consider such experience or knowledge as pertinent information for discussion with the Special Servicer
during its periodic meetings.


 


3.27.       Rating
Agency Confirmation. Notwithstanding the terms of any related Mortgage Loan Documents or other provisions of this Agreement,
if any action under any Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation or a written confirmation
from the Rating Agency that any action will not cause a downgrade, withdrawal or qualification of the then-current ratings on
the Certificates as a condition precedent to such action, if the party (the “Requesting Party”) seeking to
obtain such Rating Agency Confirmation or written confirmation has made a request to the Rating Agency for such Rating Agency
Confirmation or written confirmation and, within ten (10) Business Days of such request being sent to the Rating Agency, the Rating
Agency has not replied to such request or has responded in a manner that indicates that the Rating Agency is either declining
to review such request or waiving the requirement for Rating Agency Confirmation or written confirmation, then such Requesting
Party shall be required to (i) confirm (through direct communication and not by posting any confirmation on the 17g-5 Information
Provider’s Website) that the Rating Agency has received the Rating Agency Confirmation or written confirmation request,
and, if it has, promptly request the related Rating Agency Confirmation or written confirmation again, and (ii) if there is no
response to either such Rating Agency Confirmation or written confirmation request within five (5) Business Days of such second
request, then (x) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or such
written confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan (other than as set
forth in clause (y) below), such condition shall be deemed to be satisfied (provided that granting such request
is in accordance with Accepted Servicing Practices), and (y) with respect to a replacement of the Servicer or Special Servicer,
such condition shall be deemed to be satisfied with respect to Moody’s if the applicable replacement has been appointed
and currently serves as the Servicer or the Special Servicer, as applicable, on a transaction-level basis on a commercial mortgage
loan CMBS securitization transaction currently rated by Moody’s that currently has securities outstanding and for which
Moody’s has not cited servicing concerns of the applicable replacement servicer or Special Servicer, as applicable, as the
sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status”
in contemplation of a rating downgrade or withdrawal) of securities rated by Moody’s in a commercial mortgage loan CMBS
securitization transaction serviced by the applicable replacement Servicer or Special Servicer, as applicable, or special servicer
prior to the time of determination.


 


Any
Rating Agency Confirmation requests made by the Servicer, Special Servicer, Certificate Administrator, Trustee or Operating Advisor,
as applicable, pursuant to this Agreement, shall be made in writing (and e-mail shall be sufficient as a writing), which writing
shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material
the Servicer, the Special Servicer, the Certificate Administrator, Trustee or Operating Advisor, as applicable, reasonably deems
necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in
electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information
Provider’s Website in accordance with Section 8.14(b).


 






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Promptly
following the Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.27
following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or the Special Servicer,
as applicable, shall provide written notice to the 17g-5 Information Provider of the action taken for the particular item at such
time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance
with Section 8.14(b).


 


3.28.       Miscellaneous
Provisions.


 


(a)       Without
limiting any other obligation of the Servicer or the Special Servicer under the Mortgage Loan Agreement to respond to certain
Borrower requests, the Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer and the Special Servicer,
as applicable, shall respond to any request by the Borrower under Section 5.1.11(d) of the Mortgage Loan Agreement for written
approval of the Annual Budget.


 


(b)       Notwithstanding
the terms of the related Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect to any
Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and administration
of the Mortgage Loan or any Foreclosed Property, any amendment to this Agreement or replacement of the Servicer, the Special Servicer,
the Certificate Administrator, the Trustee or the Operating Advisor (a “Relevant Action”) requires delivery
of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth
below in this paragraph, such action shall also require delivery of a Companion Loan Rating Agency Confirmation to the master
servicer, the special servicer, the certificate administrator or the operating advisor to any Other Securitization Trust as a
condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Servicer or the Special Servicer, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with a Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation
with respect to any Companion Loan Securities will be permitted to be waived by the Servicer and the Special Servicer on, and
will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth
in this Agreement; provided, that the Servicer or Special Servicer, as applicable, depending on which is seeking the subject
Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterparts (i.e., the master servicer or special
servicer, as applicable), the 17g-5 Information Provider’s counterpart, or such other party or parties (as are agreed to
by the Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust),
at the expense of the Other Securitization Trust to the extent not borne by the Borrower, and in such format as the sender and
recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation all materials forwarded to
the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable
Relevant Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (ii) any
other materials that the applicable Companion Loan Rating Agency may reasonably request in connection with such Companion Loan
Rating Agency Confirmation promptly following such request.


 






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3.29.       Companion
Loan Intercreditor Matters.


 


(a)       If,
pursuant to Section 2.8, or Section 3.16 of this Agreement, the Trust Loan is, in its entirety, purchased or repurchased
from the Trust Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the
rights and obligations of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage File and (to
the extent provided under the Trust Loan Purchase Agreement) other documents pertaining to the Trust Loan shall be endorsed or
assigned to the extent necessary or appropriate to the purchaser of the Trust Loan in its capacity as the holder of the Trust
Notes (as a result of such purchase, repurchase or substitution) and (except for the original Companion Notes) on behalf of the
holders of the Companion Notes. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes or a custodian appointed
thereby for the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender
Agreement. If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer
or special servicer, as the case may be, under any separate servicing agreement for the Mortgage Loan.


 


(b)       With
respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in the
related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the
Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations
reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the
asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations
reviewer or such other requesting party (at the expense of the Trust Loan Seller or requesting party), but only to the extent
(i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Trust Loan Seller
or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer, the Special
Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt, none of
the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset review or be
bound by it or shall (ii) be obligated to provide such documents if providing such documents would, in its reasonable determination,
be a violation of this Agreement or the Co-Lender Agreement.


 


(c)       Notwithstanding
anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the Servicer with respect
to the Mortgage Loan when it is not a Specially Serviced Mortgage Loan or Special Servicer with respect to the Mortgage Loan when
it is a Specially Serviced Mortgage Loan, as applicable, shall consult with the Companion Loan Holders with respect to any matters
with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement. In addition, notwithstanding
anything to the contrary, the Servicer or Special Servicer, as applicable, shall deliver reports and notices to each Companion
Loan Holder to the extent required under the Co-Lender Agreement.


 


(d)       At
any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto
have received written notice (which may be by email) thereof including contact information for the master servicer and


 



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 special
servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to
be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to
the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the
party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and,
when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the
Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its
delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.


 


3.30.       [Reserved].


 


3.31.       Credit
Risk Retention.


 


(a)       The
Third-Party Purchaser, prior to its acquisition of Certificates that constitute the Required Third-Party Purchaser Retention Amount,
will be required to enter into an agreement with the Retaining Sponsor (the “Credit Risk Retention Compliance Agreement”).


 


(b)       None
of the Trustee, the Certificate Administrator, the Custodian, the Servicer, the Special Servicer or the Operating Advisor shall
be obligated to monitor, supervise or enforce the performance of any party under the Credit Risk Retention Compliance Agreement.


 


4.       DISTRIBUTIONS
AND STATEMENTS TO CERTIFICATEHOLDERS


 


4.1.       Distributions. (a)
On each Distribution Date, to the extent of Available Funds, amounts held in the Lower-Tier Distribution Account shall be withdrawn
and distributed to the Upper-Tier REMIC in respect of the Uncertificated Lower-Tier Interests, for deposit into the Upper-Tier
Distribution Account, and to the Class R Certificates in respect of the Class LT-R Interest in accordance with Section 4.1(b)
and immediately thereafter, amounts so distributed to the Upper-Tier REMIC shall be withdrawn from the Upper-Tier Distribution
Account and distributed by the Certificate Administrator in the following amounts:


 


first,
to the Class B and Class X-B Certificates, on a pro rata basis, based on the Interest Distribution Amounts for each such
Class and such Distribution Date, in an amount up to such Interest Distribution Amount for such Class and such Distribution Date;


 


second,
to the Class B Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date, until the Certificate
Balance of such Class is reduced to zero;


 


third,
to the Class B Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such
Class and not reimbursed on prior Distribution Dates;


 


fourth,
to the Class C Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fifth,
to the Class C Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount


 



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 distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


sixth,
to the Class C Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such Class
and not reimbursed on prior Distribution Dates;


 


seventh,
to the Class D Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eighth,
to the Class D Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


ninth,
to the Class D Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such Class
and not reimbursed on prior Distribution Dates;


 


tenth,
to the Class E Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eleventh,
to the Class E Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


twelfth,
to the Class E Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such Class
and not reimbursed on prior Distribution Dates;


 


thirteenth,
to the Class F Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fourteenth,
to the Class F Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


fifteenth,
to the Class F Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such Class
and not reimbursed on prior Distribution Dates;


 


sixteenth,
to the Class G Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


seventeenth,
to the Class G Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution


 



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 Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


eighteenth,
to the Class G Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such Class
and not reimbursed on prior Distribution Dates;


 


nineteenth,
to the Class HRR Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


twentieth,
to the Class HRR Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


twenty-first,
to the Class HRR Certificates, in an amount up to the amount of all Applied Realized Loss Amounts previously allocated to such
Class and not reimbursed on prior Distribution Dates; and


 


twenty-second,
when the Certificate Balances of all Classes of Sequential Pay Certificates have been reduced to zero, and after payment in full
of all unpaid expenses of the Trust, to the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts.


 


In
no event will any Class of Sequential Pay Certificates receive distributions in reduction of its Certificate Balance which in
the aggregate exceed the original Certificate Balance of such Class.


 


(b)       On
each Distribution Date, each Class of Uncertificated Lower Tier Interests shall be deemed to (A) receive distributions in respect
of interest, principal or reimbursement of Realized Losses in an amount equal to the amount of interest, principal or reimbursement
of Realized Losses actually distributable to its respective Related Certificates, as applicable, as provided in Section 4.1(a),
and (B) be allocated Realized Losses in an amount equal to the Realized Losses allocated to its respective Related Certificates
as provided in Section ‎4.1(g). Amounts distributable pursuant to this paragraph, together with amounts distributable
pursuant to Section 4.3(b), 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 on each Distribution Date.


 


As
of any date, the principal balance of each Uncertificated Lower-Tier Interest shall equal its Lower-Tier Principal Amount. The
Pass-Through Rate with respect to each Uncertificated Lower-Tier Interest shall be the rate per annum set forth in the
Introductory Statement hereto.


 


Any
amount that remains in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution
Amount and any Yield Maintenance Premiums and Yield Maintenance Default Premiums distributed pursuant to


 



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 Section 4.3 shall
be distributed to the Holders of the Class R Certificates (in respect of the Class LT-R Interest, but only to the extent of the
amount remaining in the Lower-Tier Distribution Account, if any).


 


Distributions
to the Class R Certificateholders (in respect of the Class LT-R Interest) from the Lower-Tier Distribution Account and to the
Class R Certificate holders (in respect of the Class UT-R Interest) and to other Certificateholders from the Upper-Tier Distribution
Account on each Distribution Date shall be made by the Certificate Administrator to each Certificateholder of record on the related
Record Date (other than as provided in Section 10.1 in respect of the final distribution), by wire transfer in immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor; provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom,
or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not
been received at least five (5) Business Days prior to the Distribution Date.


 


(c)       All
amounts distributable to a Class of Certificates pursuant to Section 4.1(a) on each Distribution Date shall be allocated
pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions
shall be made on each Distribution Date (after withdrawing any amounts deposited in the Distribution Account in error to the extent
funds are available for such purpose) to each Certificateholder of record on the related Record Date by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities therefor, provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom,
or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions have not
been received at least five (5) Business Days prior to the Distribution Date. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


(d)       The
Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator
that the final distribution with respect to any Class of Certificates is expected to be made, post a notice on the Certificate
Administrator’s Website pursuant to Section 8.14(b) and mail to each Holder of such Class of Certificates on such
date to the effect that:


 


(i)        the
Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with
respect to such Class of Certificates shall be made on such Distribution Date, but only upon presentation and surrender of such
Certificates at the office of the Certificate Administrator therein specified; and


 


(ii)       if
such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate from and after the end
of the Certificate Interest Accrual Period related to such Distribution Date.


 






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(e)       Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of
the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section
shall not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for
cancellation to receive the final distribution with respect thereto. If within one (1) year after the second notice not all of
such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent,
take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The
costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. All
such amounts shall be held by the Certificate Administrator in trust in accordance herewith until the expiration of a two-year
period following such second notice, notwithstanding any termination of the Trust Fund. If within two (2) years after the second
notice any such Certificates shall not have been surrendered for cancellation, the Certificate Administrator shall, to the extent
permitted by law, hold all amounts distributable to the Holders thereof for the benefit of such Holders until the earlier of (i)
its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate Administrator
and (ii) the termination of the Trust Fund, at which time such amounts shall be distributed to the Depositor. No interest shall
accrue or be payable to any Certificateholder on any amount held in trust hereunder or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section
4.1(e). Any such amounts transferred to the Certificate Administrator shall not be invested.


 


(f)       The
Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so long as the
Trust Fund has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty to recompile,
recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a) and, in the
absence of manifest error in such information, may conclusively rely upon it.


 


(g)       On
each Distribution Date, Realized Losses with respect to the Trust Loan shall be allocated to each Class of Certificates in the
following order:


 


first,
to the Class HRR Certificates;


 


second,
to the Class G Certificates;


 


third,
to the Class F Certificates;


 


fourth,
to the Class E Certificates;


 


fifth,
to the Class D Certificates;


 


sixth,
to the Class C Certificates; and


 






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seventh,
to the Class B Certificates;


 


in
each case until the Certificate Balance of each such Class has been reduced to zero.


 


(h)       The
Notional Amount of the Class X-B Certificates will be reduced by the amount of Realized Losses allocated to the Class B and Class
C Certificates.


 


4.2.      Withholding
Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal
withholding requirements with respect to payments to Certificateholders and other payees that the Certificate Administrator reasonably
believes are applicable under the Code. The consent of Certificateholders or payees shall not be required for any such withholding
and such Certificateholders shall furnish any information as may be required for the Certificate Administrator to comply with
any withholding requirements. In the event the Certificate Administrator withholds any amount from interest payments or advances
thereof or other amounts to any Certificateholder or payee pursuant to federal withholding requirements, amounts so withheld shall
be treated as having been entirely distributed to such Certificateholder or payee, and the Certificate Administrator shall indicate
the amount withheld to such Certificateholder or payee through a report.


 


4.3.       Allocation
and Distribution of Prepayment Premiums. (a) On each Distribution Date, Prepayment Premiums, if any, collected by the
Servicer in respect of the Trust Loan during the related Collection Period shall be remitted from the Servicer on the Remittance
Date to the Certificate Administrator and shall be distributed by the Certificate Administrator to the Holders of each Class of
Certificates (excluding the Class R Certificates) on the related Distribution Date in the following manner:


 


(i)        pro
rata, between the (x) the group of Class B and Class X-B Certificates (the “YM Group A”) and (y) the group
of Class C, Class D, Class E, Class F, Class G and Class HRR Certificates (the “YM Group B” and collectively
with the YM Group A, the “YM Groups”), based upon the total amount of principal distributed to all of the Sequential
Pay Certificates in each YM Group on such Distribution Date; and


 


(ii)       among
the Classes of Certificates in each YM Group, in the following manner: (A) the holders of each Class of Sequential Pay Certificates
in such YM Group will be entitled to receive on each Distribution Date an amount of Prepayment Premiums equal to 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 Sequential Pay Certificates in such YM Group on such Distribution Date,
(b) the Base Interest Fraction for the related principal prepayment and such Class of Certificates, and (c) the Prepayment Premiums
collected with respect to the Trust Loan during the related Collection Period and allocated to such YM Group, and (B) any Prepayment
Premium amounts allocated to such YM Group collected during the related Collection Period remaining after such distributions shall
be distributed to the applicable Class X Certificates in 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 Yield Maintenance Default Premiums are


 



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 distributable, the aggregate amount of such Yield Maintenance Default Premiums shall
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 Section 4.3.


 


(b)      All
Prepayment Premiums distributable pursuant to clause (a) of this Section 4.3 shall first be deemed to have been
distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LB Uncertificated Interest (whether or not
the Lower-Tier Principal Amount of such Uncertificated Lower-Tier Interest has been reduced to zero).


 


4.4.     Statements
to Certificateholders. (a) On each Distribution Date, based on information provided by the Servicer and the Special Servicer,
as applicable, the Certificate Administrator shall prepare and make available pursuant to Section 8.14(b) to any Privileged
Person (including a Privileged Person who provides the Certificate Administrator with an Investor Certification in the form of
Exhibit K-2 hereto) and shall deliver to the Initial Purchaser, a statement, based upon information supplied to it by the
Servicer and the Special Servicer, as applicable, in respect of the distributions on such Distribution Date (a “Distribution
Date Statement”) setting forth:


 


(i)        for
each Class of Regular Certificates (1) the amount of the distributions made on such Distribution Date allocable to interest at
the Pass-Through Rate and/or the amount allocable to principal (separately identifying the amount of any principal payments (and
specifying the source of such payments)), (2) the amount of any Yield Maintenance Premiums or Yield Maintenance Default Premiums
collected on the Trust Loan allocable to each Class of Certificates and (3) the amount of interest paid on Advances from Default
Interest and allocable to such Class;


 


(ii)       if
the amount of the distribution to the Holders of each Class of Certificates was less than the full amount that would be distributable
to such Holders if there were sufficient Available Funds, the amount of the shortfall allocable to such Class, stating separately
the amounts allocable to principal and interest;


 


(iii)      the
amount of any Monthly Payment Advance for such Distribution Date;


 


(iv)     the
Certificate Balance or Notional Amount, as the case may be, of each Class of Regular Certificates after giving effect to any distribution
in reduction of the Certificate Balance or Notional Amount, as the case may be, on such Distribution Date and the allocation of
Realized Losses on such Distribution Date;


 


(v)      the
principal balance of the Trust Loan and the Certificate Balance or Notional Amount of each Class of Certificates as of the end
of the Collection Period for such Distribution Date and the amount of Realized Losses allocated to each Class;


 


(vi)     the
aggregate amount of Unscheduled Payments (and the source of such payments) made with respect to the Mortgage Loan during the related
Collection Period, and the aggregate amount of such payments allocable to the Trust Loan;


 






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(vii)     identification
of any Mortgage Loan Event of Default or any Special Servicing Loan Event, any Servicer Termination Event, any Special Servicer
Termination Event or any Operating Advisor Termination Event under this Agreement that in any case has been declared as of the
close of business on the second Business Day prior to the end of the immediately preceding calendar month;


 


(viii)    the
amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with respect
to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower charges retained by
the Servicer or the Special Servicer and the amount of compensation paid to the Servicer, the Special Servicer, the Operating
Advisor, the Certificate Administrator, the Trustee and CREFC®, separately listing the Certificate Administrator
Fee (including the portion that is the Trustee Fee), the Special Servicing Fee, the Operating Advisor Fee and the CREFC®
Intellectual Property Royalty License Fee with respect to such Distribution Date;


 


(ix)      the
number of days the Borrower is delinquent in the event that the Borrower is delinquent at least thirty (30) days and the date
upon which any foreclosure proceedings have been commenced;


 


(x)       whether
the Property, as of the close of business on the Payment Date preceding such Distribution Date had become a Foreclosed Property,
together with an identification of same;


 


(xi)      information
with respect to any declared bankruptcy of the Borrower;


 


(xii)     as
to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of such item
and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection Period;


 


(xiii)    a
list of conveyances or transfers of any portion of the Property by the Borrower reported to the Certificate Administrator to the
extent not already reported on the CREFC® Reports provided by the Servicer and posted on the Certificate Administrator’s
Website;


 


(xiv)    the
aggregate amount of all Advances, if any, not yet reimbursed;


 


(xv)     the
amount of any reimbursement of Nonrecoverable Advances paid to the Servicer or the Trustee;


 


(xvi)    an
itemized report identifying any Appraisal Reduction Amount and any Trust Appraisal Reduction Amount;


 


(xvii)   the
amount of Default Interest, if any, and late payment charges, if any, paid by the Borrower during the related Collection Period;


 






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(xviii)  an
itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date;


 


(xix)     the
aggregate amount of any Trust Fund Expenses reimbursable or payable by the Borrower under the Mortgage Loan Agreement, and the
amount collected from the Borrower in respect of such Trust Fund Expenses;


 


(xx)      the
amount and type of Prepayment Premiums, if any, collected in respect of the Trust Loan during the related Collection Period and
distributed on such Distribution Date to the Certificateholders or the Companion Loan Holders; and


 


(xxi)     the
Trust Note Rate and Net Trust Note Rate for each Trust Note and the related Mortgage Loan Interest Accrual Period.


 


The
Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer and the Special Servicer may agree
to enhance the reporting requirements of the Distribution Date Statement without Certificateholder approval.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate upon written request to the Certificate Administrator, a statement
containing the information set forth in clauses (i) and (ii) above as to the applicable Class, aggregated for such
calendar year or applicable portion of such year during which such Person was a Certificateholder, together with such other information
as required by applicable law, or that a Certificateholder or beneficial owner of a Certificate reasonably requests, to enable
Certificateholders to prepare their tax returns for such calendar year or as otherwise required by law. Such obligation of the
Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall
be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.


 


(b)       The
Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons (including for this purpose
a Privileged Person who provides the Certificate Administrator with an Investor Certification in the form of Exhibit K-2
hereto) on each Distribution Date pursuant to Section 8.14(b). The Certificate Administrator’s obligation to provide
such information shall be contingent on the Certificate Administrator’s receipt of such information from the Servicer and
the Special Servicer, as applicable. The Certificate Administrator shall be entitled to rely on such information provided to it
by the Servicer or the Special Servicer without independent verification. To the extent that the information required to be furnished
by the Servicer is based on information required to be provided by the Borrower or the Special Servicer, the Servicer’s
obligation to furnish such information to the Certificate Administrator shall be contingent on its receipt of such information
from the Borrower or the Special Servicer, as applicable. To the extent that information required to be furnished by the Special
Servicer is based on information required to be provided by the Borrower, the Special Servicer’s obligation to furnish such
information shall be contingent upon receipt of its receipt of such information from the Borrower. The Servicer, the Special Servicer,
the Certificate Administrator and the Trustee shall be entitled to rely on information supplied by the Borrower without independent
verification.


 






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The
Certificate Administrator shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged
Persons pursuant to Section 8.14(b) reports or analyses of net operating income from the Property. Such net operating income
reports or analyses shall be prepared pursuant to Section 3.18 by the Servicer in CREFC® format based on
the quarterly, annual and periodic statements and rent rolls with respect to the Property obtained by the Servicer from the Borrower
or the Special Servicer.


 


If
so authorized by the Depositor, the Certificate Administrator may make available on its Internet website to any Privileged Person
certain other information with respect to the Trust Loan (subject to the limitations of Section 3.18).


 


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.


 


In
addition, the Certificate Administrator shall make available on its website such information as set forth in Section 8.14(b).


 


4.5.       Investor
Q&A Forum; Investor Registry and Rating Agency Q&A Forum. (a) The Certificate Administrator shall make available,
only to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate Administrator with
an Investor Certification substantially in the form of Exhibit K-2 hereto), the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders
and Beneficial Owners of Certificates who provide the Certificate Administrator with an Investor Certification substantially in
the form of Exhibit K-1 may submit questions to (a) the Certificate Administrator relating to the Distribution Date Statement,
(b) the Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to Section 8.14(b)(ii)(B),
the Trust Loan or the Property and (c) the Operating Advisor relating to annual or other reports or recommendations to replace
the Special Servicer prepared by the Operating Advisor or actions by the Special Servicer referenced in such reports (each an
“Inquiry” and collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries
that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Servicer,
the Special Servicer or the Operating Advisor, the Certificate Administrator shall forward the Inquiry to the appropriate Person
(as identified to the Certificate Administrator by the Servicer, the Special Servicer or the Operating Advisor, as applicable)
in each case via electronic mail within a commercially reasonable period of time following receipt thereof. Following receipt
of an Inquiry, the Certificate Administrator, the Servicer, the Special Servicer or the Operating Advisor, as applicable, unless
it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Servicer, the Special
Servicer or the Operating Advisor, as applicable, shall be by email to the Certificate Administrator. The Certificate Administrator
shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be)
such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Servicer,
the Special Servicer or the Operating Advisor, as applicable, determines, in its respective sole discretion, that (i) any Inquiry
is beyond the scope of the topics described above, (ii) answering any Inquiry would not be in the best interests of the Trust
and/or


 



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 the Certificateholders, (iii) answering any Inquiry would be in violation of applicable
law, the Mortgage Loan Documents or this Agreement, (iv) answering any Inquiry would, or is reasonably expected to, result in
a waiver of attorney client privilege or the disclosure of attorney work product, (v) answering any Inquiry would materially increase
the duties of, or would result in significant additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer or the Operating Advisor, as applicable, (vi) answering any Inquiry would result in the disclosure of communications
between the Directing Holder and the Special Servicer, (vii) answering any Inquiry would require the disclosure of Privileged
Information or (viii) answering any Inquiry is otherwise, for any reason, not advisable to answer, it shall not be required to
answer such Inquiry and, in the case of the Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the
Certificate Administrator of such determination. The Certificate Administrator shall notify the Person who submitted such Inquiry
in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to the Person who submitted an
Inquiry that will not be answered shall include the following statement: “Because the Trust and Servicing Agreement provides
that the Certificate Administrator, the Servicer, the Special Servicer or the Operating Advisor shall not answer an Inquiry if
it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Trust
and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders,
(iii) answering any Inquiry would be in violation of applicable law or the Mortgage Loan Documents, (iv) answering any Inquiry
would, or is reasonably expected to, result in a waiver of attorney client privilege or the disclosure of attorney work product,
(v) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Operating Advisor, as applicable, (vi) answering
any Inquiry would result in the disclosure of communications between the Directing Holder and the Special Servicer, (vii) answering
any Inquiry would require the disclosure of Privileged Information or (viii) answering any Inquiry is otherwise, for any reason,
not advisable to answer, no inference should be drawn from the fact that the Certificate Administrator, the Servicer, the Special
Servicer and/or the Operating Advisor has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum
will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Initial Purchaser
or any of their respective Affiliates. None of the Initial Purchaser, the Depositor, the Servicer, the Special Servicer, the Operating
Advisor, the Trustee or the Certificate Administrator or any of their respective Affiliates will certify to any of the information
posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such
information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any
Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial
in nature. No party shall post or otherwise disclose direct communications with the Directing Holder as part of its response to
any Inquiries; provided, that the Certificate Administrator shall have no obligation to review any inquiry or answer received
by it for posting to the Investor Q&A Forum to determine if such inquiry or answer contains any such direct communication
with the Directing Holder, or otherwise to consult with the party from whom such Inquiry or answer is received to confirm the
same, and the Certificate Administrator shall have no liability in connection with its posting to the Investor Q&A Forum of
any Inquiry or answer containing such direct communication. The Investor Q&A Forum will


 



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 not reflect questions, answers and
other communications that are not submitted via the Certificate Administrator’s Website.


 


(d)       The
Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner the Investor Registry. The “Investor
Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders
and Beneficial Owners can register and thereafter obtain contact information with respect to any other Certificateholder or Beneficial
Owner that has so registered. Any Person registering to use the Investor Registry shall certify that (a) it is a Certificateholder
or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact information
available on the Investor Registry for at least 45 days from the date of such certification to Persons entitled to access the
Investor Registry. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the
company name and e-mail address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned.
If any Certificateholder or Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the Investor
Registry (which notice may not be within 45 days of its registration), the Certificate Administrator shall promptly remove it
from the Investor Registry. The Certificate Administrator 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.


 


(e)       The
Certificate Administrator shall, with the consent of the Depositor, make the Distribution Date Statements available to certain
market data providers upon receipt by the Certificate Administrator from such Person of a certification substantially in the form
of Exhibit O hereto, which certification may be submitted electronically via the Certificate Administrator’s Website.
The Depositor hereby consents to the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock
Financial Management, Inc., Interactive Data Corporation, CMBS.com, Thomson Reuters, Moody’s Analytics, MBS Data, LLC and
Markit Group Limited, and the provision of such information shall not constitute a breach of this Agreement by the Certificate
Administrator.


 


(f)       The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where NRSROs may (i) submit inquiries to the Certificate Administrator relating to the Distribution
Date Statement, (ii) submit inquiries to the Servicer or the Special Servicer, as applicable, relating to the reports prepared
by such parties, (iii) submit requests for information about the Trust Loan or the Property (each such submission identified in
sub-clauses (i), (ii) and (iii) hereof, a “Rating Agency Inquiry”) or (iv) view Rating
Agency Inquiries that have been previously submitted and answered, together with the responses thereto. Upon receipt of a Rating
Agency Inquiry for the Servicer, the Special Servicer or the Certificate Administrator, the 17g-5 Information Provider shall forward
the Rating Agency Inquiry to the appropriate Person, in each case within a commercially reasonable period of time following receipt
thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Certificate Administrator, the
Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below,
shall reply by e-mail


 



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 to the 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially reasonable
period of time following receipt of such response) such Rating Agency Inquiry and the related response (or such reports, as applicable)
to the Rating Agency Q&A Forum and Document Request Tool. If the Certificate Administrator, the Servicer or the Special Servicer
determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable
law, Accepted Servicing Practices, this Agreement or the Mortgage Loan Documents, (ii) answering any Rating Agency Inquiry would
or is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product
of, any counsel engaged by the Certificate Administrator, the Servicer or the Special Servicer, as applicable, or (iii)(A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, the Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Servicer
or the Special Servicer, as applicable, determines in accordance with Accepted Servicing Practices (or in good faith, in the case
of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the
scope of its duties in its capacity as Certificate Administrator, Servicer or Special Servicer, as applicable, under this Agreement,
it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information Provider by e-mail
of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason
it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider will not be liable
for the failure by any other such Person to answer any such Rating Agency Inquiry. Questions posted on the Rating Agency Q&A
Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum
and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any other Person.
None of the Initial Purchaser, the Depositor, or any of their respective Affiliates will certify to any of the information posted
in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for
the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is
administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions,
answers and other communications that are not submitted via the 17g-5 Information Provider’s Website.


 


4.6.      Grantor
Trust Reporting. (a) The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements
of the Grantor Trust.


 


(b)      The
parties intend that the Grantor Trust be treated as a “grantor trust” under the Code, and the provisions thereof shall
be interpreted consistently with this intention. In furtherance of such intention, the Certificate Administrator shall not intentionally
or knowingly vary the assets of the Grantor Trust so as to take advantage of market fluctuations so as to improve the rate of
return of the Regular Certificates. The Certificate Administrator shall file or cause to be filed with the IRS Form SS-4, Form
1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished to the Holders of the applicable
Certificates their allocable share of income and expense, as such amounts are received or accrue, as applicable.


 






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(c)       As
of the Closing Date, no Class ELP Certificate is held through a “middleman.” If the Certificate Administrator receives
notice that any Class ELP Certificate is held through a “middleman” as defined by WHFIT Regulations, then the Grantor
Trust will be treated as a WHFIT that is a WHMT. In such event, the Certificate Administrator shall report as required under the
WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is
provided to the Certificate Administrator on a timely basis. With respect to the applicable Classes of Certificates, the Certificate
Administrator is hereby directed to assume that the Depository is the only “middleman” as defined by the WHFIT Regulations
unless it has actual knowledge to the contrary or is notified by the Depositor. The Certificate Administrator will not be liable
for any tax reporting penalties that may arise under the WHFIT Regulations in the event that the IRS makes a determination that
is contrary to the first sentence of this paragraph.


 


(d)       The
Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or 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 with respect to the Grantor Trust to the 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.


 


(e)       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 owner
of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its
interest in such class of securities, shall be deemed to have agreed to provide the Certificate Administrator with information
regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information
regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof
or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.


 


(f)       To
the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to make available the
CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published shall represent the Rule 144A CUSIPs.
The Certificate Administrator will not make available any associated Regulation S CUSIPs. Absent the receipt of a CUSIP, the Trustee
shall use a reasonable identifier number in lieu of a CUSIP. The Certificate Administrator shall not be liable for investor reporting
delays that result from the receipt of inaccurate or untimely CUSIP information.


 






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5.       THE
CERTIFICATES


 


5.1.       The
Certificates.


 


(a)       The
Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-10 hereto,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof.


 


(b)       The
Certificates of each Class of Sequential Pay Certificates shall be issued in minimum denominations of $100,000 and integral multiples
of $1,000 in excess thereof. If the Initial Certificate Balance of any Class of Sequential Pay Certificates does not equal an
integral multiple of $1,000, then a single additional Certificate of such Class may be issued in a minimum denomination of authorized
Initial Certificate Balance that includes the excess of (i) the Initial Certificate Balance of such Class over (ii) the largest
integral multiple of $1,000 that does not exceed such amount. The Class X Certificates shall be issued, maintained and transferred
only in minimum denominations of authorized initial notional amount of not less than $1,000,000 and integral multiples of $1 in
excess thereof. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of
such Class R Certificates and integral multiples of 1% in excess thereof. The Class ELP Certificates shall be issued, maintained
and transferred in minimum percentage interests of 10% of such Class ELP Certificates plus integral multiples of 0.1% in excess
of 10%.


 


(c)       One
authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


(d)      During
the Risk Retention Period, the Risk Retention Certificates shall only be held as a Definitive Certificate in the Third-Party Purchaser
Safekeeping Account by the Certificate Administrator (and the Holder of the Risk Retention Certificates shall be registered on
the Certificate Register), unless otherwise consented to by the Retaining Sponsor. During the Risk Retention Period, the Certificate
Administrator shall hold the Risk Retention Certificates in safekeeping and shall release the same only upon receipt of written
instructions in accordance with Section 5.1(e), and in accordance with any authentication procedures as may be utilized
by the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby is, established by the Certificate
Administrator an account which will be designated the “Third-Party Purchaser Safekeeping Account” and into which the
Risk Retention Certificates shall be held and which shall be governed by and subject to this Agreement. In addition, on and after
the date hereof, the Certificate Administrator may establish any number of subaccounts to the Third-


 



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Party Purchaser Safekeeping
Account for the Holder of the Risk Retention Certificates. The Risk Retention Certificates to be delivered in physical form to
the Certificate Administrator shall be delivered as set forth herein. No amounts distributable to the Risk Retention Certificates
shall be remitted to the Third-Party Purchaser Safekeeping Account, but shall be remitted directly to the Holder of the Risk Retention
Certificates in accordance with written instructions (which shall be in the form of Exhibit P to this Agreement) provided
separately by the Holder of the Risk Retention Certificates to the Certificate Registrar. Under no circumstances by virtue of
safekeeping the Risk Retention Certificates shall the Certificate Administrator (i) be obligated to bring legal action or institute
proceedings against any Person on behalf of the Holder of the Risk Retention Certificates or (ii) have any obligation to monitor,
supervise or enforce the performance of any party under the Risk Retention Agreement. The Certificate Administrator shall be entitled
to conclusively rely with no obligation to verify, confirm or otherwise monitor the accuracy of any information included in any
written instructions provided in connection with this Third-Party Purchaser Safekeeping Account and shall have no liability in
connection therewith, other than, subject to Section 5.1(e), with respect to the Certificate Administrator’s obligation
to obtain the Retaining Sponsor’s consent prior to any release of the Risk Retention Certificates. The Certificate Administrator
shall hold the Definitive Certificate representing the Risk Retention Certificates at the below location, or any other location;
provided the Certificate Administrator has given notice to the Holder of the Risk Retention Certificates of such new location:


 


Wells
Fargo Bank, National Association 


Attention:
Security Control and Transfer (SCAT) 


MAC:
N9345-010 


425
E. Hennepin Avenue 


Minneapolis,
Minnesota 55414


 


On
the Closing Date and upon the transfer of the Risk Retention Certificates pursuant to Section 5.3(p), the Certificate Administrator
shall deliver written confirmation to the Depositor, the Retaining Sponsor and the Third-Party Purchaser substantially in the
form of Exhibit BB to this Agreement evidencing its receipt of the Risk Retention Certificates.


 


The
Certificate Administrator shall make available to the Holder of the Risk Retention Certificates a statement of Third-Party Purchaser
Safekeeping Account as mutually agreed upon by the Certificate Administrator and the Holder of the Risk Retention Certificates,
and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of the Risk Retention Certificates
shall be subject to Article 5.


 


In
the event that such Risk Retention Certificates are released from the Third-Party Purchaser Safekeeping Account, the Certificate
Administrator’s obligations with respect thereto shall cease and terminate and the Certificate Administrator shall be released
therefrom, for so long as such Class HRR Certificates are not held in the Third-Party Purchaser Safekeeping Account.


 


(e)       In
the event the Third-Party Purchaser seeks to cause the release of any Risk Retention Certificates from the Third-Party Purchaser
Safekeeping Account, the Third-Party Purchaser shall deliver to the Certificate Administrator (i) a written request for such release


 



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in connection with a transfer pursuant to Section 5.3(p) or in connection with the termination of the Risk Retention Period
and (ii) a written request for the Retaining Sponsor’s consent to such release substantially in the form of Exhibit J-6.
Promptly upon receipt of such request for the Retaining Sponsor’s consent, the Certificate Administrator shall forward such
request to the Retaining Sponsor, the Depositor and counsel via electronic mail to the addresses listed on such form (or such
other method and/or address(es) as may hereafter be furnished by the Retaining Sponsor to the Certificate Administrator in writing).
The Certificate Administrator may not consent to, or otherwise permit, any such release of the Risk Retention Certificates without
obtaining the Retaining Sponsor’s countersigned request for consent; provided that if the Retaining Sponsor fails to respond
(which response, for the avoidance of doubt, may include an acknowledgement of such request (other than an automated email response))
in writing to the Certificate Administrator within ten (10) Business Days after the Retaining Sponsor’s receipt of any such
written request for the Retaining Sponsor’s consent, such release will be deemed to have been approved by the Retaining
Sponsor; provided that such deemed consent shall not apply in connection with a determination of whether the Risk Retention Period
has ended. The Certificate Administrator shall be indemnified and held harmless for any release in connection with the preceding,
in accordance with the terms set forth in Section 8.3.


 


5.2.       Form
and Registration. (a) Each Class of the Certificates (other than the Risk Retention Certificates and the Class R Certificates)
sold to an institution that is a non-U.S. Securities Person in “offshore transactions” (as defined in Rule 902(h)
of Regulation S) in reliance on Regulation S shall initially be represented by a temporary global certificate in definitive, fully
registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Temporary
Regulation S Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Certificates
represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered
in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of the Euroclear
System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream”).
Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering and the Closing Date
(the “Restricted Period”), beneficial interests in each Temporary Regulation S Global Certificate may be held
only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation
S Global Certificate may be exchanged for an interest in the related permanent global certificate of the same Class (each, a “Regulation
S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth
in Section 5.3(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation
S Global Certificate shall only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable,
of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect
of any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders of such beneficial
interests unless an exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly
withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global
Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as
custodian for the Depository, as hereinafter provided.


 






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On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.


 


(b)      Except
as otherwise set forth in this Agreement, Certificates of each Class offered and sold to QIBs in reliance on Rule 144A under the
Act (“Rule 144A”) shall be represented by a single, global certificate in definitive, fully registered form
without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global
Certificate” and, collectively with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates,
the “Global Certificates”), which shall be deposited with the Certificate Registrar or an agent of the Certificate
Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate
Certificate Balance of a Rule 144A Global Certificate may from time to time be increased or decreased by adjustments made on the
records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Rule 144A Global Certificate.


 


(c)       Certificates
of each Class that are initially offered and sold to investors that are Institutional Accredited Investors that are not QIBs,
the Risk Retention Certificates (during the Risk Retention Period), the Class R Certificates and the Class ELP Certificates (the
“Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, substantially in the applicable
form set forth as an exhibit hereto, issued in the name of such investors or their nominees by the Certificate Registrar who shall
deliver the certificates for such Non-Book Entry Certificates to the respective beneficial owners or owners; provided,
that prior to such transfer the investor executes and delivers to the Certificate Registrar an Investment Representation Letter.


 


(d)      Owners
of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of Definitive Certificates
unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge
properly its responsibilities as depository with respect to the Global Certificates of such Class or ceases to be a Clearing Agency,
and the Certificate Registrar and the Depositor are unable to locate a qualified successor within 90 days of such notice or (ii)
the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such
Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the
Certificate Registrar to obtain possession of the Certificates of such Class; provided, however, that under no circumstances
will Definitive Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate. Upon notice of the
occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class
that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate of such Class and receipt
from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates of such Class in the
form of Definitive Certificates (bearing, in the case of a Definitive Certificate


 



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issued for a Rule 144A Global Certificate, the
same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall
recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.


 


5.3.       Registration
of Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at the Corporate
Trust Office books (the “Certificate Register”) in which, subject to such reasonable regulations as it may
prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers and exchanges of
Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate Registrar”).
In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining the Certificate
Register and a record of the aggregate holdings of Certificates of each Class represented by a Temporary Regulation S Global Certificate,
a Regulation S Global Certificate and a Rule 144A Global Certificate and accepting Certificates for exchange and registration
of transfer and (ii) transmitting to the Depositor, the Servicer and the Special Servicer any notices from the Certificateholders.


 


(b)       Subject
to the restrictions on transfer set forth in this Article 5, upon surrender for registration of transfer of any Certificate,
the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)       Rule
144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in a Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its
interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation S Global Certificate of the same Class,
or to transfer its interest in such Rule 144A Global Certificate to an institution who is required to take delivery thereof in
the form of an interest in the Temporary Regulation S Global Certificate of the same Class, such holder may, subject to the rules
and procedures of the Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in such
Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in
Section 5.7, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant
directing the Certificate Registrar to credit, or cause to be credited, a beneficial interest in the Temporary Regulation S Global
Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order
given in accordance with the Depository’s procedures containing information regarding the Euroclear or Clearstream account
to be credited with such increase and the name of such account and (3) a certificate in the form of Exhibit C hereto given
by the holder of such beneficial interest stating that the transfer of such interest has been made in compliance with the transfer
restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar
shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and
to increase, or cause to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate
Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited
to the account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both)
a beneficial interest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate


 



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Balance of the
Rule 144A Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer
the beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(d)       Rule
144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in a Rule 144A Global Certificate
deposited with the Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Rule
144A Global Certificate for an interest in the Regulation S Global Certificate of the same Class, or to transfer its interest
in such Rule 144A Global Certificate to a Person who is required to take delivery thereof in the form of an interest in a Regulation
S Global Certificate, such holder may, subject to the rules and procedures of the Depository, exchange, or cause the exchange
of, such interest for an equivalent beneficial interest in such Regulation S Global Certificate. Upon receipt by the Certificate
Registrar, as registrar, at its office designated in Section 5.7, of (1) instructions given in accordance with the Depository’s
procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited a beneficial interest
in the Regulation S Global Certificate in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be
exchanged, (2) a written order given in accordance with the Depository’s procedures containing information regarding the
participant account of the Depository to be credited with such increase and (3) a certificate in the form of Exhibit D
hereto given by the holder of such beneficial interest stating (A) that the transfer of such interest has been made in compliance
with the transfer restrictions applicable to the Global Certificates and pursuant to and in accordance with Regulation S, (B)
that the Certificate being transferred is not a “restricted security” as defined in Rule 144 under the Act or (C)
that the transferee is otherwise entitled to hold its interest in the applicable Certificates in the form of an interest in the
Regulation S Global Certificate, without any registration of such Certificates under the Act (in which case such certificate shall
enclose an Opinion of Counsel to such effect and such other documents as the Certificate Registrar may reasonably require), then
the Certificate Registrar shall instruct the Depository to reduce, or cause to be reduced, the Certificate Balance of the Rule
144A Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Regulation S Global Certificate
by the aggregate Certificate Balance of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit
or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S
Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A Global Certificate, and to debit, or cause
to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the Rule 144A Global
Certificate that is being exchanged or transferred.


 


(e)       Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a beneficial
interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the Certificate Registrar
as custodian for the Depository wishes at any time to exchange its interest in such Temporary Regulation S Global Certificate
or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate of the same Class, or to transfer its interest
in such Temporary Regulation S Global Certificate or Regulation S Global Certificate to a Person who is required to take delivery
thereof in the form of an interest in the Rule 144A Global Certificate, such holder may, subject to the rules and procedures of
Euroclear or Clearstream, as the case may be, and the Depository, exchange or cause the exchange of such interest for an equivalent
beneficial interest


 



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in the Rule 144A Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar,
at its office designated in Section 5.7, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository,
directing the Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global
Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate
to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited
with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate, information regarding
the participant account of the Depository to be debited with such decrease and (3) with respect to a transfer of an interest in
the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an interest in the Rule 144A Global
Certificate, a certificate in the form of Exhibit E hereto given by the holder of such beneficial interest and stating
that the Person transferring such interest in the Temporary Regulation S Global Certificate reasonably believes that the Person
acquiring such interest in the Rule 144A Global Certificate is a QIB and is obtaining such beneficial interest in a transaction
meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or cause to be
reduced, the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and to increase,
or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate Balance of
the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate to be exchanged, and
the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or cause to be credited,
to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Global Certificate equal to
the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate and
to debit, or cause to be debited, from the account of the Person making such exchange or transfer the beneficial interest in the
Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.


 


(f)       Temporary
Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global Certificate
as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate (a “Non-U.S.
Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable, has received a certificate
substantially in the form of Exhibit F hereto from the holder of a beneficial interest in such Temporary Regulation S Global
Certificate, shall be exchanged after the Restricted Period, for interests in the Regulation S Global Certificate of the same
Class. The Certificate Registrar shall effect such exchange by delivering to the Depository for credit to the respective accounts
of such holders, a duly executed and authenticated Regulation S Global Certificate, representing the aggregate Certificate Balance
of interests in the Temporary Regulation S Global Certificate initially exchanged for interests in the Regulation S Global Certificate.
The delivery to the Certificate Registrar by Euroclear or Clearstream of the certificate or certificates referred to above may
be relied upon by the Depositor and the Certificate Registrar as conclusive evidence that the certificate or certificates referred
to therein has or have been delivered to Euroclear or Clearstream pursuant to the terms of this Agreement and the Temporary Regulation
S Global Certificate. Upon any exchange of interests in the Temporary Regulation S Global Certificate for interests in the Regulation
S Global Certificate, the Certificate Registrar shall endorse the Temporary Regulation S Global Certificate to reflect the reduction
in the Certificate Balance represented thereby by the amount so exchanged and


 



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shall endorse the Regulation S Global Certificate
to reflect the corresponding increase in the amount represented thereby. Until so exchanged in full and except as provided therein,
the Temporary Regulation S Global Certificate, and the Certificates evidenced thereby, shall in all respects be entitled to the
same benefits under this Agreement as the Regulation S Global Certificate and Rule 144A Global Certificate authenticated and delivered
hereunder.


 


(g)       Non-Book
Entry Certificate to Global Certificate. If a Holder of a Non-Book Entry Certificate (other than a Risk Retention Certificate
during the Risk Retention Period, a Class R Certificate or Class ELP Certificate) wishes at any time to exchange its interest
in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer all or part of such
Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest in a Global Certificate,
such Holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the
exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Global Certificate
of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.7, of
(1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such Holder directing the Certificate
Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate equal
to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit
G hereto (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form
of Exhibit H hereto (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in
the form of Exhibit I hereto (in the event that the applicable Global Certificate is the Rule 144A Global Certificate),
then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate,
shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate
Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased,
such Global Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged
and to credit, or cause to be credited, to the account of the Person specified in such instructions a beneficial interest in the
applicable Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)       Non-Book
Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted by
Section 5.2(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A Global Certificate,
Temporary Regulation S Global Certificate or Regulation S Global Certificate or to a transferee of a Non-Book Entry Certificate
(or any portion thereof).


 


(i)        Other
Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate, such Certificates may be exchanged
only in accordance with such procedures as are substantially consistent with the provisions of clauses (c) through (f)
above (including the certification requirements intended to ensure that such transfers comply with Rule 144A or Regulation
S, at the case may be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 






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(j)        Restricted
Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates, transfers of interests
in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be limited to transfers made
pursuant to the provisions of clause (e) above.


 


(k)       If
Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating to compliance
with the Act, or if a request is made to remove such legend on Certificates, the Certificates so issued shall bear the restrictive
legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate Registrar such satisfactory
evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on transfer set forth therein
are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Act
or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted” within the meaning of
Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(l)        All
Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(m)      No
Class E, Class F, Class G, Class HRR, Class ELP or Class R Certificate may be purchased by or transferred to any prospective purchaser
or transferee that is or will be (i) an employee benefit plan or other plan subject to the fiduciary responsibility provisions
of ERISA or to Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject
to any federal, state or local law that is, to a material extent, similar to the foregoing provisions of ERISA or the Code (“Similar
Law”) (each, a “Plan”), or (ii) any person acting on behalf of any such Plan or using the assets
of a Plan to purchase such Certificate, other than (in the case of the Class E, Class F, Class G or Class HRR Certificates) an
insurance company using assets of its general account under circumstances whereby such purchase and the subsequent holding of
such Certificates by such insurance company will be exempt from the prohibited transaction provisions of Sections 406 and 407
of ERISA and Code Section 4975 under Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption 95-60,
or in the case of a Plan subject to Similar Law, where the acquisition, holding and disposition of any such Certificate will not
constitute or result in a non-exempt violation under Similar Law. Each prospective transferee of a Risk Retention Certificate,
Class R or Class ELP Certificate in the form of a Definitive Certificate shall deliver to the transferor, the Certificate Registrar
and the Certificate Administrator a representation letter, substantially in the form of Exhibit J-3, stating that the prospective
transferee is not a Person described in clause (i) or (ii) of the preceding sentence. Each transferee of an interest
in a Risk Retention Certificate represented by a Global Certificate will be deemed to represent that it is not a Person described
in clause (i) or (ii) of the second preceding sentence. No Class A, Class X-A, Class X-B, Class B, Class C or Class
D 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 any such plan or using the assets of a Plan to purchase such Certificate, unless (A) the purchaser
is an “accredited investor” within the meaning of Rule 501(a)(1) of Regulation D of the Act and (B) the acquisition,
holding and disposition of such Certificate by the purchaser will not constitute or otherwise result in a non-exempt prohibited
transaction under ERISA or Section


 



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4975 of the Code (or a non-exempt violation of Similar Law). Any attempted or purported transfer
in violation of these transfer restrictions shall be null and void ab initio and shall vest no rights in any purported
transferee and shall not relieve the transferor of any obligations with respect to the applicable Certificates.


 


In
addition, each purchaser of Certificates (other than the Class R or the Class ELP Certificates) or any interest therein that is
a Plan subject to Section 406 of ERISA or Section 4975 of the Code (an “ERISA Plan”) or that is acting on behalf of
or using the assets of an ERISA Plan will be deemed to have represented by its acquisition of such Certificates that: (i) none
of the Depositor, the Trustee, the Initial Purchaser, the Certificate Administrator, the Special Servicer or the Servicer or any
of their respective affiliated entities, has provided any investment recommendation or investment advice on which the Plan or
the fiduciary making the investment decision for the Plan has relied in connection with the decision to acquire any such Class
B, Class X-B, Class C, Class D, Class E, Class F, Class G or Class HRR 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 Plan in connection with the Plan’s acquisition
of any such Certificates (unless an applicable prohibited transaction exemption is available (all of the applicable 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 such Certificates is exercising its own independent judgment
in evaluating the investment in such Certificates.


 


(n)      Each
Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership
Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership
Interest are expressly subject to the following provisions:


 


(i)        Each
Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such
Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted
Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or
the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition of a Residual
Ownership Interest by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not
a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted
Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as soon and as fully as
possible.


 


(ii)       No
Residual Ownership Interest may be transferred, and no such transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed
transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor,
an affidavit in substantially the form attached as Exhibit


 



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 J-1 (a “Transferee Affidavit”) of the proposed
transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically
has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as
the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest,
(3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4)
the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign
permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any
other U.S. Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide
a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted Transferee
or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, (6)
it is a QIB purchasing for its own account, or a person purchasing for the account of another QIB, and (7) the proposed transferee
expressly agrees to be bound by and to abide by the provisions of this Section 5.3(n) and (y) other than in connection
with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in the form
attached as Exhibit J-2 (the “Transferor Letter”), that the proposed transferor has no actual knowledge
that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s
statements in the Transferee Affidavit are false.


 


(iii)      Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the
Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed
transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided,
however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer to
any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor of
such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to
the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of
Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information
to the transferor or to such agent referred to above; provided, however, such Persons shall in no event be excused
from furnishing such information.


 


(iv)      The
Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


 






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(o)       No
transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer, sale, pledge
or other disposition is exempt from the registration and/or qualification requirements of the Act and any applicable state securities
laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the Depositor, the Servicer, the
Special Servicer, the Trustee, the Certificate Administrator nor the Certificate Registrar are obligated to register or qualify
the Certificates under the Act or any other securities law or to take any action not otherwise required under this Agreement to
permit the transfer of such Certificates without registration or qualification.


 


(p)       At
all times during the Risk Retention Period if a transfer of the Risk Retention Certificates is to be made, then the following
documents shall be submitted to the Certificate Administrator at Wells Fargo Bank, National Association, 9062 Old Annapolis Road,
Columbia, Maryland 21045, Attention: Risk Retention Custody (CMBS) – JPMCC 2020-LOOP, who shall facilitate such transfer
with the Certificate Registrar who shall refuse to register such transfer unless it receives (and, upon receipt, may conclusively
rely upon) each of the following: (A) an executed written request for the Sponsor’s consent to such release for the purposes
of transfer substantially in the form attached hereto as Exhibit J-6, (B) a certification from such Certificateholder’s
prospective transferee substantially in the form attached hereto as Exhibit J-4, (C) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit J-5, (D) a W-9 completed by the prospective
transferee and (E) wire instructions and contact information of the prospective transferee. Upon receipt of the foregoing documents,
the Certificate Registrar shall, subject to Section 5.1(d), Section 5.1(e) and Section 5.3, reflect the Risk
Retention Certificates in the name of the prospective transferee and shall deliver written confirmation to the transferee with
a copy via email to each of the Retaining Sponsor, and the transferor, of such transfer and the safekeeping of such Risk Retention
Certificates in the form of Exhibit BB to this Agreement. After the termination of the Risk Retention Period, if a transfer
of the Risk Retention Certificates is to be made, then the Certificate Registrar shall refuse to register such transfer unless
it receives (and upon receipt may conclusively rely upon) each of the following: (A) either (x) the original Risk Retention Certificates
released to the Certificate Registrar or (y) an executed written request for the Sponsor’s consent to such release for the
purposes of transfer substantially in the form attached hereto as Exhibit J-6, (B) a certification from such Certificateholder’s
prospective transferee substantially in the form attached hereto as Exhibit J-4 and (C) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit J-5. For the avoidance of doubt,
in no event shall the Risk Retention Certificates be held as a Global Certificate during the Risk Retention Period.


 


(q)       The
Class ELP Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs. The Class ELP Certificates
may only be held by the holder of the Class HRR Certificates or its affiliate.


 


5.4.       Mutilated,
Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate Registrar,
or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate and (b)
there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless, then,
in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate


 



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and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest
in the Trust Fund. In connection with the issuance of any new Certificate under this Section 5.4, the Certificate Registrar
may require the payment of a sum sufficient to cover any expenses (including the fees and expenses of the Certificate Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.4 shall constitute complete and indefeasible
evidence of ownership in the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall
be found at any time.


 


5.5.      Persons
Deemed Owners. The Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate Registrar,
and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and neither the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor any agent of any of
them shall be affected by any notice to the contrary; provided, however, that to the extent that a party to this
Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
has been provided an Investor Certification by a Beneficial Owner (or prospective transferee of a Certificate), such party to
this Agreement shall distribute such report, statement or other information to such Beneficial Owner (or such prospective transferee).


 


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


 


The
Certificate Registrar shall maintain in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (a) requests
in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (c) provides a copy of the communication which such Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, afford such Certificateholder access during normal business
hours to a current list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees that
the Certificate Registrar and the Certificate Administrator shall not be held accountable by reason of the disclosure of any such
information as to the list of the Certificateholders hereunder, regardless of the source from which such information was derived.
The Servicer, the Special Servicer, the Trustee and the Depositor shall be entitled to a list of the names and addresses of Certificateholders
from time to time upon request therefor and any reasonable costs associated therewith shall be a Trust Fund Expense.


 


Upon
the written request of any Certificateholder or Beneficial Owner that (a) has provided an Investor Certification, (b) states that
such Certificateholder or Beneficial Owner desires the Certificate Administrator to transmit a notice to all Certificateholders
or Beneficial Owner stating that such Certificateholder or Beneficial Owner wishes to be contacted by other Certificateholders
or Beneficial Owners, setting forth the relevant contact information and briefly


 



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 stating the reason for the requested contact
(a “Special Notice”) and (c) provides a copy of the Special Notice which such Certificateholder or Beneficial
Owner proposes to transmit, the Certificate Administrator shall post such Special Notice to the Certificate Administrator’s
Website pursuant to Section 8.14(b) and shall mail such Special Notice to all Certificateholders at their respective addresses
appearing on the Certificate Register. The costs and expenses of the Certificate Administrator associated with delivering any
such Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder and Beneficial Owner,
by receiving and holding a Certificate, agrees that neither the Certificate Administrator nor the Certificate Registrar shall
be held accountable by reason of the disclosure of any such Special Notice to Certificateholders, regardless of the information
set forth in such Special Notice.


 


5.7.       Maintenance
of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices or agency
or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or
upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar initially
designates its office at Wells Fargo Bank, National Association, 600 South 4th Street, 7th Floor, MAC N9300-070,
Minneapolis, MN 55479 as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders
and the Borrower of any change in the location of the Certificate Register or any such office or agency.


 


6.       THE
DEPOSITOR, THE SERVICER, THE SPECIAL SERVICER AND THE OPERATING ADVISOR


 


6.1.       Respective
Liabilities of the Depositor, the Servicer, the Special Servicer and the Operating Advisor. The Depositor, the Servicer,
the Special Servicer and the Operating Advisor each shall be liable in accordance herewith only to the extent of the obligations
specifically imposed by this Agreement.


 


6.2.       Merger
or Consolidation of the Servicer or the Special Servicer. Each of the Servicer, the Special Servicer and the Operating
Advisor shall keep in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization,
and shall be in compliance with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.


 


Any
Person into which the Servicer, the Special Servicer or the Operating Advisor may be merged or consolidated, or any Person resulting
from any merger or consolidation to which the Servicer, the Special Servicer or the Operating Advisor shall be a party, or any
Person succeeding to the business of the Servicer, the Special Servicer or the Operating Advisor shall be the successor of the
Servicer or Special Servicer, as the case may be, hereunder, and shall be deemed to have assumed all of the liabilities and obligations
of such Servicer, Special Servicer or Operating Advisor hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however,
unless such successor or surviving Person is the Servicer, the Special Servicer or the Operating Advisor, each of the Certificate
Administrator and the Trustee shall have received a Rating Agency Confirmation before any such surviving Person


 



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shall be deemed
to be the successor of the Servicer, the Special Servicer or the Operating Advisor, as the case may be, hereunder.


 


6.3.       Limitation
on Liability of the Depositor, the Servicer, the Special Servicer, the Operating Advisor and Others. (a) Neither the
Depositor, the Servicer, the Special Servicer, the Operating Advisor nor any of their respective directors, officers, members,
managers, partners, employees, Affiliates or agents shall be under any liability to the Trust, the Certificateholders, any Companion
Loan Holder or the Directing Holder for any action taken or for refraining from the taking of any action in good faith pursuant
to this Agreement, actions taken or not taken at the direction of Certificateholders or the Companion Loan Holders that does not
violate any law or Accepted Servicing Practices or the provisions of this Agreement or the Co-Lender Agreement, or for errors
in judgment; provided, however, that this provision shall not protect the Depositor, the Servicer, the Special Servicer,
the Operating Advisor or any such other Person against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or
by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer, the
Operating Advisor and any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents
may reasonably rely on any document of any kind prima facie properly executed and submitted by any Person respecting any matters
arising hereunder. The Depositor, the Servicer, the Special Servicer, the Operating Advisor and any of their respective directors,
officers, members, managers, partners, employees, agents, Affiliates or other “controlling persons” within the meaning
of Section 15 of the Act or Section 20 of the Exchange Act (“Controlling Persons”), shall be indemnified by
the Trust (in accordance with the procedures set forth in Section 3.4(c)) and held harmless against any loss, liability,
claim, demand or expense (including reasonable legal fees and expenses and costs of enforcing such indemnity) incurred in connection
with any legal action or other claims, losses, penalties, fines, foreclosures, judgments or liabilities relating to this Agreement,
the Mortgage Loan, the Co-Lender Agreement, the Property, or the Certificates (except as any such loss, liability or expense shall
be otherwise reimbursable and reimbursed pursuant to this Agreement), other than any loss, liability or expense incurred by reason
of willful misconduct, bad faith or negligence by it in the performance of its duties hereunder or by reason of its negligent
disregard of its obligations and duties hereunder. Neither the Depositor, the Operating Advisor, the Servicer nor Special Servicer
shall be under any obligation to appear in, prosecute or defend any legal action which is not incidental to its respective duties
under this Agreement and which in its opinion may involve it in any expense or liability; provided, however, that
the Depositor, the Operating Advisor, the Servicer or the Special Servicer may, in its discretion, undertake any such action which
it may deem necessary or desirable (in the case of the Servicer or Special Servicer, in accordance with Accepted Servicing Practices)
in respect of this Agreement and the rights and duties of the parties hereto and the interests of the Certificateholders hereunder.
In such event, the legal expenses and costs of such action and any liabilities of the Trust, and the Depositor, the Operating
Advisor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from
funds on deposit in the Collection Account or the Distribution Account. Subject to Section 6.6, neither the Servicer nor
the Special Servicer shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds
of such Certificates or for the use or application by the Trustee or Certificate Administrator of any funds paid to the Trustee
or the Certificate Administrator, as applicable, in respect of the Mortgage


 



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 Loan deposited into or withdrawn from the Distribution
Account or any account (other than the Collection Account and the Foreclosed Property Account and any other account maintained
by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by or on behalf of the Trustee
or the Certificate Administrator (except to the extent that any such account is held by the Servicer or the Special Servicer in
its commercial capacity), or for investment of such amounts (other than investments made with the Servicer or the Special Servicer
in its commercial capacity).


 


(b)       In
order to comply with Applicable Banking Law, the Servicer and the Special Servicer, as the case may be, may be required to obtain,
verify and record certain information relating to individuals and entities that maintain a business relationship with the Servicer
or the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Servicer and the Special Servicer, upon
its respective request from time to time, such identifying information and documentation as may be available for such party in
order to enable the Servicer and the Special Servicer to comply with Applicable Banking Law.


 


(c)       The
Depositor shall not have rights or be obligated to monitor or supervise the performance of the Servicer, the Special Servicer,
the Operating Advisor, the Trustee or the Certificate Administrator under this Agreement.


 


6.4.      Servicer
and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) Each of the Servicer and Special
Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an
entity, provided that:


 


(i)        the
Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing
institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States
or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the Servicer
or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee an agreement in
form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual
performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer,
as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the
extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the
Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval
not to be unreasonably withheld, (C) shall make such representations and warranties of the Servicer or the Special Servicer, as
the case may be, as provided in Section 2.5 or 2.6, as applicable, and (D) shall not be a Borrower Affiliate;


 


(ii)       Rating
Agency Confirmation has been received;


 






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(iii)      the
Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose
prior to the effective date of such assignment and delegation under this Section 6.4(a);


 


(iv)      the
rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;
and


 


(v)      the
Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee, the Trust, and the Rating Agency for any expenses
of such assignment, sale or transfer.


 


Upon
satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the
Special Servicer, as the case may be, hereunder.


 


(b)       Subject
to (and except as otherwise provided in) the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the
Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance
of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law
with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer,
as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Trustee, the Depositor, and, so long as no Mortgage
Loan Consultation Termination Event is continuing, the Directing Holder. No resignation by the Servicer or the Special Servicer,
as applicable, under this Agreement shall become effective until the Trustee or a successor Servicer or Special Servicer, as applicable,
shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement
in accordance with Section 7.2. Notwithstanding the previous sentence, each of the Servicer and the Special Servicer may
assign its duties and obligations under this Agreement under certain limited circumstances as described herein. In connection
with any such resignation, the successor special servicer shall either (i) prior to a Mortgage Loan Control Event, be appointed
by the Directing Holder in accordance with Section 7.1; or (ii) after a Mortgage Loan Control Event, be appointed by the
Trustee and otherwise satisfy the requirements for a successor special servicer set forth in Section 6.4(a).


 


6.5.    Ethical
Wall.


 


(a)       The
Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure that divisions
and individuals of the Servicer making Investment Decisions (such division and individuals, “Servicer Investment Personnel”)
will not obtain Confidential Information from the division and individuals of the Servicer who are involved in the performance
of the duties of the Servicer hereunder (such divisions and individuals, “Servicer Servicing Personnel”) and
the Servicer Servicing Personnel will not obtain information regarding Investments from Servicer Investment Personnel. The Servicer
represents that policies and procedures restricting the flow of information exist, and shall be maintained by the Servicer, between
Servicer Investment Personnel, on the one hand, and Servicer Servicing Personnel, on the other, and that such policies and procedures
restricting the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure
of Confidential Information from Servicer Servicing Personnel to Servicer Investment Personnel


 



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and (b) policies and procedures
against the disclosure of information regarding Investments from Servicer Investment Personnel to Servicer Servicing Personnel.
The senior management personnel of the Servicer and/or its Affiliate who have obtained Confidential Information in the course
of their exercise of general managerial responsibilities may not participate in or use that information to influence Investment
Decisions; nor may they pass that information to others for use in such activities; nor may such senior management personnel who
have obtained information regarding Investments in the course of their exercise of general managerial responsibilities use that
information to influence servicing recommendations. Notwithstanding anything herein to the contrary, the delivery or provision
by the Servicer of information or reports as required by this Agreement shall not constitute a violation or default of this Section
6.5(a).


 


(b)       The
Special Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure
that divisions and individuals of the Special Servicer making Investment Decisions (such division and individuals, “Special
Servicer Investment Personnel”) will not use Confidential Information received from the division and individuals of
the Special Servicer who are involved in the performance of the duties of the Special Servicer hereunder (such divisions and individuals,
“Special Servicer Servicing Personnel”) in a manner that violates any applicable law including, but not limited
to, any securities laws and the Special Servicer Investment Personnel will not provide information regarding its decisions relating
to Investments in the Certificates to Special Servicer Servicing Personnel. The Special Servicer represents that policies and
procedures restricting the flow of information exist, and shall be maintained by the Special Servicer, between Special Servicer
Investment Personnel, on the one hand, and Special Servicer Servicing Personnel, on the other, and that such policies and procedures
restricting the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure
of Confidential Information from Special Servicer Servicing Personnel to Special Servicer Investment Personnel and (b) policies
and procedures restricting the disclosure of information regarding Special Servicer Investment Personnel decisions relating to
Investments in the Certificates to Special Servicer Servicing Personnel. The senior management personnel of the Special Servicer
and/or its Affiliate who have obtained Confidential Information in the course of their exercise of general managerial responsibilities
may not use that information to influence Investment Decisions with respect to the Certificates; nor may they pass that information
to others for use in such activities, to the extent the use of such Confidential Information violates the securities laws; nor
may such senior management personnel who have obtained information regarding Investments in the course of their exercise of general
managerial responsibilities use that information to influence servicing recommendations. Notwithstanding anything herein to the
contrary, the delivery or provision by the Special Servicer of information or reports as required by this Agreement shall not
constitute a violation or default of this Section 6.5(b).


 


The
Servicer and the Special Servicer shall afford the Depositor, upon reasonable notice, during normal business hours access to all
non-confidential, non-proprietary records, including those in electronic form, documentation, records or any other information
regarding the Trust Loan that are in its possession or control hereunder and access to its officers responsible therefor. The
Depositor shall not have any responsibility or liability for any action or failure to act by the Servicer or the Special Servicer
and is not obligated to supervise the performance of the Servicer and the Special Servicer under this Agreement or otherwise.


 






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6.6.       Indemnification
by the Servicer, the Special Servicer, the Operating Advisor and the Depositor. (a) Each of the Servicer, the Special
Servicer, the Operating Advisor and the Depositor, severally and not jointly, shall indemnify and hold harmless the Trust from
and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and expenses and related costs,
judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a breach by the Servicer,
the Special Servicer, the Operating Advisor or the Depositor, as applicable, of its representations and warranties, as applicable,
under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Servicer, the Special Servicer, the
Operating Advisor or the Depositor in the performance of such obligations or its negligent disregard of its obligations and duties
under this Agreement.


 


(b)       Each
of the Servicer and the Special Servicer, severally and not jointly, shall indemnify and hold harmless the Companion Loan Holders
from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs,
judgments, and any other costs, fees and expenses that the Companion Loan Holders may sustain in connection with this Agreement
that arise out of or are based upon the Servicer’s or the Special Servicer’s, as the case may be, willful misconduct,
bad faith or negligence in the performance of its obligations and duties hereunder or by reason of negligent disregard of its
obligations and duties hereunder.


 


7.       SERVICER
TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE


 


7.1.      Servicer
Termination Events; Special Servicer Termination Events. (a) “Servicer Termination Event,” or “Special
Servicer Termination Event” wherever used herein with respect to the Servicer or the Special Servicer, as the case may
be, means any one of the following events whether it shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:


 


(i)        any
failure by the Servicer or the Special Servicer, as applicable, to remit any payment required to be made or remitted by it (other
than Advances described under clause (ii) below) when required to be remitted under the terms of this Agreement by 11:00
a.m., New York time, on the Business Day following the day on which such remittance was required to be made;


 


(ii)       any
failure of the Servicer to (a) make any Monthly Payment Advance required to be made pursuant to this Agreement on or prior to
the applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, (b) make any
Administrative Advance required to be made pursuant to this Agreement on or prior to the applicable Remittance Date that is not
cured by 11:00 a.m., New York time, on the related Distribution Date, or (c) make any Property Protection Advance required to
be made pursuant to this Agreement when the same is due and such failure continues unremedied for ten (10) Business Days (or such
shorter period (not less than one Business Day) as would prevent a lapse in insurance or a delinquent payment of real estate taxes
or ground rents) following the day on which the Servicer receives notice of


 



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such lapse or delinquency thereof or should have received
such notice if it had been acting in accordance with Accepted Servicing Practices;


 


(iii)      any
failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other of its
covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure shall
continue unremedied for a period of thirty (30) days after the day on which written notice of such failure shall have been given
to the Servicer or the Special Servicer, as applicable, by the Trustee or to the Servicer or the Special Servicer, as applicable,
and the Trustee by the Holders of Sequential Pay Certificates having greater than 25% of the aggregate Voting Rights of all then
outstanding Sequential Pay Certificates or, with respect to a Companion Loan affected by such breach, by the related Companion
Loan Holder; provided, however, that, with respect to any such failure that is not curable within such thirty (30)
day period, the Servicer or the Special Servicer, as appropriate, will have an additional cure period of thirty (30) days to effect
such cure so long as the Servicer or the Special Servicer, as appropriate, has commenced to cure such failure within the initial
thirty (30) day period and has provided the Trustee with an officer’s certificate certifying that it has diligently pursued,
and is continuing to diligently pursue, such cure;


 


(iv)      a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Servicer or the Special Servicer, as applicable,
and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; provided,
however, that, with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty
(60) day period, the Servicer or the Special Servicer, as applicable, will have an additional period of thirty (30) days to effect
such discharge, dismissal or stay so long as it has commenced proceedings to have such decree or order dismissed, discharged or
stayed within the initial sixty (60) day period and has diligently pursued, and is continuing to pursue, such discharge, dismissal
or stay;


 


(v)       the
Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator or receiver or liquidator or
liquidation committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or
similar proceedings of or relating to the Servicer or the Special Servicer or of or relating to all or substantially all of its
property;


 


(vi)      the
Servicer or the Special Servicer, as applicable, shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable insolvency or reorganization statute, make an assignment for the benefit
of its creditors, or voluntarily suspend payment of its obligations;


 






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(vii)     Moody’s
(1) has qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (2) has placed one
or more Classes of Certificates on “watch status” in contemplation of a rating downgrade or withdrawal (and such qualification,
downgrade, withdrawal or “watch status” placement has not been withdrawn within 60 days of such event) and, in the
case of either of clauses (1) or (2), publicly citing servicing concerns with the Servicer or the Special Servicer,
as the case may be, as the sole or material factor in such rating action;


 


(viii)    a
Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion
Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing concerns with the Servicer
or the Special Servicer, as applicable as the sole or material factor in such rating action (and such qualification, downgrade,
withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating Agency within sixty (60)
days of such event); and


 


(ix)      so
long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer or Special Servicer,
as applicable, or any primary servicer, Sub-Servicer or Servicing Function Participant (such entity, the “Sub-Servicing
Entity”) retained by the Servicer or Special Servicer, shall fail to deliver the items required to be delivered to such
Other Securitization Trust as required by this Agreement to enable such Other Securitization Trust to comply with its reporting
obligations under the Exchange Act within 5 Business Days of such failure to comply with the requirements set forth in Article
13, including any applicable grace periods (and any Sub-Servicing Entity that defaults in accordance with this Section
7.1(a)(ix) shall be terminated at the direction of the Depositor).


 


(b)       Upon
the occurrence of any Servicer Termination Event or Special Servicer Termination Event, the Trustee shall, upon actual knowledge
by a Responsible Officer or receipt of notice from the Servicer or the Special Servicer, promptly notify the Certificate Administrator
in writing. The Certificate Administrator shall, upon receipt of such notice (or receipt of a notice from the Servicer or the
Special Servicer of the occurrence of a Servicer Termination Event or Special Servicer Termination Event), (i) post such notice
on the Certificate Administrator’s Website pursuant to Section 8.14(b), (ii) provide such notice to the 17g-5 Information
Provider who shall post written notice thereof to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b),
(iii) provide notice to the Companion Loan Holders, and (iv) provide notice of the same to the Certificateholders by mail, to
the addresses set forth on the Certificate Register, unless the related Servicer Termination Event or Special Servicer Termination
Event, as applicable, shall have been cured or waived. For avoidance of doubt, (i) the occurrence of a Servicer Termination Event
with respect to the Servicer shall not cause there to have occurred a Special Servicer Termination Event with respect to the Special
Servicer unless the relevant event also constitutes a Special Servicer Termination Event and (ii) the occurrence of a Special
Servicer Termination Event with respect to the Special Servicer shall not cause there to have occurred a Servicer Termination
Event with respect to the Servicer unless the relevant event also constitutes a Servicer Termination Event. Notwithstanding anything
herein to the contrary, the Depositor shall have the right, but not the obligation, to notify the Trustee of


 



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any Servicer Termination
Event or Special Servicer Termination Event of which the Depositor becomes aware.


 


(c)       If
a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case, so long
as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee
may, or (ii) upon the written direction of Holders of Sequential Pay Certificates having at least 25% of the Voting Rights (taking
into account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balances of the Certificates)
of the Sequential Pay Certificates or, if affected thereby, of the applicable Companion Loan Holders (solely with respect to a
Special Servicer Termination Event), the Trustee shall terminate all of the rights and obligations of the Servicer or the Special
Servicer, as applicable, under this Agreement, other than rights and obligations accrued prior to such termination, and in and
to the Mortgage Loan and the proceeds thereof by notice in writing to the Servicer or the Special Servicer, as applicable; provided
that, notwithstanding anything to the contrary, if a Special Servicer Termination Event under clauses (i), (ii),
(iii), (viii) and/or (ix) of Section 7.1(a) only has an adverse effect on a Companion Loan, a Companion
Loan Holder or a rating on any Companion Loan Securities, but has no adverse effect on the Trust Loan, the Certificateholders
or a rating on any of the Certificates, then (A) the Special Servicer shall not be terminated by the Trustee pursuant to clause
(i) above of this sentence without the written direction of the affected Companion Loan Holders or upon the written direction
of the Holders of Certificates pursuant to clause (ii) above of this sentence, and (B) (x) with respect to a Special Servicer
Termination Event under clause (ix) of Section 7.1(a), the related Other Depositor shall be able to require termination
of the Special Servicer pursuant to clause (ii) above of this sentence. In addition, (A) if any Servicer Termination Event
on the part of the Servicer affects a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan Securities, and
if the Servicer is not otherwise terminated or (B) if a Servicer Termination Event on the part of the Servicer affects only a
Companion Loan, a Companion Loan Holder or a rating on any Companion Loan Securities, then the Servicer may not be terminated
by or at the direction of the related Companion Loan Holder or the holder of any Companion Loan Securities, but upon the written
direction of the related Companion Loan Holder, the Servicer will be required to appoint a sub-servicer that will be responsible
for servicing the Mortgage Loan. Upon any termination of the Servicer or the Special Servicer, as applicable, or appointment of
a successor to the Servicer or the Special Servicer, as applicable, the Trustee shall notify the Certificate Administrator and
the Certificate Administrator shall post such written notice thereof on the Certificate Administrator’s Website and provide
the same to the 17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information Provider’s Website
pursuant to Section 8.14(b), and thereafter, give written notice to the Depositor, the Companion Loan Holders and the Certificateholders
by mail to the addresses set forth in the Certificate Register. Notwithstanding anything herein to the contrary, the Depositor
shall have the right, but not the obligation, to notify the Trustee of any Servicer Termination Event or Special Servicer Termination
Event of which the Depositor becomes aware. Prior to the occurrence and continuance of a Mortgage Loan Control Event, the Directing
Holder shall have the right to select the successor special servicer following any Special Servicer Termination Event.


 


The
parties hereto acknowledge that, notwithstanding anything to the contrary contained in this Agreement, in accordance with the
Co-Lender Agreement, if a Mortgage Loan


 



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Control Termination Event is continuing, the certificateholders of the Note A-2 Securitization
with the requisite percentage of voting rights set forth in the related pooling and servicing agreement (or analogous agreement)
will be entitled, with or without cause, to terminate the Special Servicer and appoint a replacement special servicer.


 


(d)       Prior
to the occurrence and continuance of a Mortgage Loan Control Event, and subject to the right of the Operating Advisor to recommend
the termination of the Special Servicer and recommend a Qualified Replacement Special Servicer and the right of the Certificateholders
to approve the replacement of the Special Servicer with such Qualified Replacement Special Servicer pursuant to this Section
7.1(i), the Directing Holder shall have the right to direct the Trustee to terminate the Special Servicer (subject to such
terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other
rights set forth in this Agreement which survive termination) at any time, with or without cause, and the Directing Holder shall
have the right to, and shall, appoint a successor special servicer who shall execute and deliver to the other parties hereto an
agreement, in form and substance reasonably satisfactory to the Trustee, whereby the successor Special Servicer agrees to assume
and perform punctually the duties of the Special Servicer specified in this Agreement; provided that the Trustee shall
have received a Rating Agency Confirmation from the Rating Agency prior to the termination of the Special Servicer. The Special
Servicer shall not be terminated pursuant to this paragraph until a successor special servicer shall have been appointed. The
Directing Holder shall pay any costs and expenses incurred by the Trustee or the Trust in connection with the removal and appointment
of a Special Servicer pursuant to this paragraph (unless such removal is based on any of the events or circumstances set forth
in Section 7.1(a)). Notwithstanding anything to the contrary in this Agreement, no successor special servicer appointed
by the Directing Holder (including, without limitation, the initial Special Servicer) pursuant to Section 6.4, Section
7.1(c) or this Section 7.1(d) or otherwise pursuant to this Agreement shall be required to meet any independent net
worth or similar financial covenant; provided, however, that notwithstanding the foregoing, any successor special
servicer may not be a Borrower Affiliate and shall satisfy any Rating Agency conditions set forth in the Rating Agency Confirmation
delivered by the Rating Agency with respect to such successor special servicer and any other conditions as set forth in this Agreement.


 


Notwithstanding
the foregoing, if a Servicer Termination Event occurs and such Servicer Termination Event only has an adverse effect on the Companion
Loan or the rating of a Companion Loan Security and the Servicer is not otherwise terminated, then the Trustee, at the direction
of the Companion Loan Holder or the Depositor (in the case of clause (x) of the definition “Servicer Termination Event”),
will be required to direct the Servicer to (and the Servicer shall) appoint a sub-servicer that will be responsible for servicing
the Mortgage Loan, or if the Mortgage Loan is currently being sub-serviced, then the Trustee will be required to direct the Servicer
to (and the Servicer shall) replace such sub-servicer with a new sub-servicer (but only if such original sub-servicer is in default
(beyond any applicable cure periods) under the related sub-servicing agreement, and the Servicer is permitted to terminate the
sub-servicing agreement due to such default); provided that the Servicer shall be required to obtain a Rating Agency Confirmation
from the Rating Agency (including a Companion Loan Rating Agency Confirmation) with respect to the appointment of such sub-servicer
(at the expense of the Servicer). If any Special Servicer Termination Event occurs and such Special Servicer Termination Event
only has an adverse effect on the Companion Loan or a Companion Loan


 



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Security and the Special Servicer is not otherwise terminated,
then the Trustee, at the direction of the Companion Loan Holder, will be required to terminate the Special Servicer. In addition,
in the event that a Special Servicer Termination Event under clause (x) of the definition thereof occurs and the Special Servicer
is not otherwise terminated, the Trustee will be required to terminate the Special Servicer at the direction of the Depositor.


 


(e)       [Reserved].


 


(f)       During
a Certificateholder Quorum Period, upon the written direction of Holders of Sequential Pay Certificates evidencing not less than
25% of the Voting Rights (taking into account the application of any Trust Appraisal Reduction Amounts to notionally reduce the
Certificate Balances of the Certificates) of the Sequential Pay Certificates requesting a vote to replace the Special Servicer
with a new special servicer designated in such written direction (which must be a Qualified Replacement Special Servicer), the
Certificate Administrator shall promptly post such written direction to the Certificate Administrator’s Website pursuant
to Section 8.14(b). Upon (i) delivery by such Holders to the Certificate Administrator of Rating Agency Confirmation from
the Rating Agency with respect to the termination of the Special Servicer and the appointment of a new Special Servicer (which
confirmation shall be obtained at the expense of such holders) and (ii) payment by such Holders to the Certificate Administrator
of the reasonable fees and expenses (including any legal fees and expenses and any Rating Agency fees and expenses) to be incurred
by the Certificate Administrator in connection with administering such vote (which fees and expenses will not be additional Trust
Fund Expenses), the Certificate Administrator shall promptly post written notice of a request for such a vote to the Certificate
Administrator’s Website pursuant to Section 8.14(b), provide written notice to all Certificateholders of such request
by mail, and shall conduct the solicitation of votes of all Certificates. Such votes will be effective only if received by the
Certificate Administrator within 180 days of the posting of such notice on the Certificate Administrator’s Website. Any
votes not received within such 180-day period shall be of no force and effect. If Holders of Sequential Pay Certificates evidencing
at least 66-2/3% of a Certificateholder Quorum vote in favor of replacing the Special Servicer within such 180-day period, the
Certificate Administrator shall notify the Trustee and the Trustee shall terminate all of the rights (subject to such terminated
Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set
forth in this Agreement which survive termination) and obligations of the Special Servicer under this Agreement and appoint the
successor Special Servicer designated by such Certificateholders; provided, however, such successor Special Servicer
shall (i) satisfy the eligibility requirements applicable to the Special Servicer contained in this Agreement and (ii) not also
be a Borrower Affiliate or the current Special Servicer. The provisions set forth in the foregoing sentences of this paragraph
shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other. As between
the Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their
sole discretion to vote for the termination or not vote for the termination of the Special Servicer. The Holders of the Certificates
that initiated the vote to replace the Special Servicer shall pay the costs and expenses incurred in connection with the removal
and replacement of the Special Servicer pursuant to this paragraph. The Certificate Administrator shall include on each Distribution
Date Statement a statement that each Certificateholder may access such notices on the Certificate Administrator’s Website
and that each Certificateholder may register to receive e-mail notifications when such notices are posted thereon.


 






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(g)       [Reserved].


 


(h)       In
the event that the Servicer or Special Servicer is terminated pursuant to this Section 7.1, the Trustee shall notify the
Certificate Administrator of the effective date of the Servicer’s or Special Servicer’s, as the case may be, termination
and the Certificate Administrator shall, upon receiving such notice, notify the outgoing Servicer or Special Servicer, as the
case may be, of the effective date of its termination, and the Trustee (the “Terminating Party”) shall, by
notice in writing to the Servicer or Special Servicer, as the case may be (the “Terminated Party”) (with a
copy to the Certificate Administrator, and the 17g-5 Information Provider (who shall post it to its website)), terminate all of
its rights and obligations under this Agreement and in and to the Mortgage Loan and the proceeds thereof, other than any rights
the Terminated Party may have hereunder as a Certificateholder, to the Excess Servicing Fee Right, and to any rights or obligations
that accrued prior to the date of such termination (including the right to receive all amounts accrued or owing to it under this
Agreement with respect to periods prior to the date of such termination and the right to the benefits of Section 6.3 notwithstanding
any such termination). On or after the receipt by the Terminated Party of such written notice, subject to the foregoing, all of
its authority and power under this Agreement, whether with respect to the Certificates (except that the Terminated Party shall
retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder) or the Mortgage Loan or
otherwise, shall pass to and be vested in the Terminating Party pursuant to and under this Section 7.1 (absent the appointment
of a successor, and such successor’s assumption of obligations hereunder) and, without limitation, the Terminating Party
is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of the Terminated Party, as attorney-in-fact
or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate
to effect the purposes of such notice of termination, whether to complete the transfer and endorsement or assignment of the Servicer
or Special Servicer’s rights and obligations with respect to the Mortgage Loan and related documents, or otherwise. The
Servicer and the Special Servicer, as applicable, each agrees that, in the event it is terminated pursuant to this Section
7.1, or resigns under Section 6.4(b), to promptly (and in any event no later than ten (10) Business Days subsequent
to such notice) provide, at its own expense, the Terminating Party (which term shall include for the purposes of the remainder
of this Section 7.1(g), the Trustee (or a successor Servicer or Special Servicer) in connection with a resignation of the
Servicer or the Special Servicer under Section 6.4(b)) with all documents and records requested by the Terminating Party
to enable the Terminating Party to assume its functions hereunder, and to cooperate with the Terminating Party and the successor
to its responsibilities hereunder in effecting the termination of its responsibilities and rights hereunder, including, without
limitation, the transfer to the successor Servicer or Special Servicer, as applicable, or the Terminating Party, as applicable,
for administration by it of all cash amounts which shall at the time be or should have been credited by the Terminated Party (which
term shall include, for the purposes of the remainder of this Section 7.1(g), the resigning party in connection with a
resignation of the Servicer or the Special Servicer under Section 6.4(b)) to the Collection Account, any Foreclosed Property
Account or shall thereafter be received with respect to the Mortgage Loan, and shall promptly provide the Terminating Party or
such successor Servicer or Special Servicer, as applicable (which may include the Trustee), as applicable, all documents and records
reasonably requested by it, such documents and records to be provided in such form as the Terminating Party or such successor
Servicer or Special Servicer, as applicable, shall reasonably request (including electronic form), to enable it to


 



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 assume the
function of the Servicer or Special Servicer, as applicable, hereunder. All reasonable costs and expenses of the Terminating Party
or the successor Servicer or Special Servicer, as applicable, incurred in connection with transferring the Mortgage File to the
Terminating Party or to the successor Servicer or Special Servicer, as applicable, and amending this Agreement to reflect such
succession pursuant to this Section 7.1 shall be paid by the Terminated Party upon presentation of reasonable documentation
of such costs and expenses. If the Terminated Party has not reimbursed the Terminating Party or such successor Servicer or Special
Servicer, as applicable, for such expenses within ninety (90) days after the presentation of reasonable documentation, such expense
shall be reimbursed by the Trust pursuant to Section 3.4(c); provided that the Terminated Party shall not thereby
be relieved of its liability for such expenses. Notwithstanding the foregoing, in the event that the Special Servicer is terminated
without cause pursuant to this Section 7.1, all costs and expenses incurred or payable by the terminated Special Servicer
under this Section 7.1 shall be paid by the Trust Fund.


 


(i)       If
at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (i) the Special Servicer is
not performing its duties as required hereunder or is otherwise not acting in accordance with Accepted Servicing Practices, and
(ii) the replacement of the Special Servicer would be in the best interest of the Certificateholders as a collective whole, then
the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written
report in the form of Exhibit AA attached hereto (which form may be modified or supplemented from time to time to cure
any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms and provisions
of this Agreement; provided, further, that in no event shall the information or any other content included in such
written report contravene any provision of this Agreement) detailing the reasons supporting its recommendation (along with relevant
information justifying its recommendation) and recommending a suggested replacement special servicer (which shall be a Qualified
Replacement Special Servicer). In such event, the Certificate Administrator shall promptly notify each Certificateholder of the
recommendation and post such notice and report on the Certificate Administrator’s Website in accordance with Section
8.14(b), and concurrently by mail conduct the solicitation of votes of all Certificates in such regard. Upon (i) the affirmative
vote of Holders of Sequential Pay Certificates evidencing at least a majority of a quorum of Certificateholders (which, for this
purpose, is the Holders of Certificates that (A) evidence at least 20% of the Voting Rights (taking into account the application
of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Sequential Pay Certificates
on an aggregate basis, and (B) consist of at least three Certificateholders or Beneficial Owners that are not Risk Retention Affiliates)
and (ii) receipt of Rating Agency Confirmation from the Rating Agency with respect to the termination of the Special Servicer
and the appointment of a successor special servicer recommended by the Operating Advisor following satisfaction of the foregoing
clause (i), the Trustee shall (1) terminate all of the rights and obligations of the Special Servicer under this Agreement
and appoint such successor Special Servicer and (2) promptly notify such outgoing Special Servicer of the effective date of such
termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel)
associated with obtaining such Rating Agency Confirmations and administering such vote and the Operating Advisor’s identification
of a Qualified Replacement Special Servicer shall be an additional expense of the Trust. In the event that the Certificate Administrator
does not receive the affirmative vote of at least a majority of the quorum described in clause (i) of the preceding sentence
within 180 days 


 



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after the notice is posted to the Certificate Administrator’s Website, then the Trustee shall have no obligation
to remove the Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer
shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s
successor hereunder. In the event the Special Servicer is terminated pursuant to this Section 7.1, the Directing Holder,
the Trustee and the Operating Advisor may not subsequently reappoint such terminated Special Servicer or any Risk Retention Affiliate
thereof. For the sake of clarity, the recommendation of replacement of the Special Servicer by the Operating Advisor and the approval
of the Certificateholders of such Qualified Replacement Special Servicer shall not preclude the Directing Holder from appointing
a replacement special servicer, provided that such replacement may not be the removed Special Servicer or its Risk Retention
Affiliate.


 


(j)        Neither
the Operating Advisor nor its Affiliates may be appointed as a successor Servicer or Special Servicer.


 


7.2.     Trustee
to Act; Appointment of Successor.


 


(a)       On
and after the time the Servicer or Special Servicer, as the case may be, receives a notice of termination pursuant to Section
7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the
remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed
under Section 6.4(a)) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder
of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer under
Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for herein and, except
as provided herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating thereto
and arising thereafter placed on the Terminated Party by the terms and provisions hereof; provided, however, that
(i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have
responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any
failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to
provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement
shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and
any other successor Servicer or Special Servicer, as the case may be, shall be indemnified to the full extent provided to the
Trustee under this Agreement. The appointment of a successor Servicer or Special Servicer, as the case may be, shall not affect
any liability of the Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall not be
liable for any of the representations and warranties of the Terminated Party herein or in any related document or agreement, for
any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the Terminated
Party nor shall the Terminating Party or any successor Servicer or Special Servicer be required to purchase the Mortgage Loan
hereunder. As compensation therefor, the Terminating Party as successor Servicer or Special Servicer, as the case may be, shall
be entitled to all compensation with respect to the Mortgage Loan to which the Terminated Party would have been entitled that
accrues after the date of the Terminating Party’s succession to which the 


 



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Terminated Party would have been entitled if it
had continued to act hereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the
above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, or during a Certificateholder
Quorum Period, if the Holders of Sequential Pay Certificates having greater than 25% of the aggregate Voting Rights (taking into
account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balances of the Certificates)
of all then outstanding Sequential Pay Certificates so request in writing to the Trustee, or the Trustee is not approved by the
Rating Agency as a Servicer or Special Servicer, as the case may be, as evidenced by a Rating Agency Confirmation, or if the Rating
Agency does not provide a Rating Agency Confirmation with respect to the succession of the Trustee as Servicer or Special Servicer,
as the case may be, promptly appoint, or petition a court of competent jurisdiction to appoint, any established Mortgage Loan
servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained,
as the successor to the Servicer or Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities,
duties or liabilities of the Servicer or Special Servicer, as applicable, hereunder. No appointment of a successor to a Terminated
Party hereunder shall be effective until the assumption by such successor of all the Terminated Party’s responsibilities,
duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, unless the Trustee shall
be prohibited by law from so acting, the Trustee shall act in the applicable capacity as herein above provided. Any appointment
or succession by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to the Directing
Holder’s right to replace the Special Servicer prior to the occurrence and continuance of a Mortgage Loan Control Event.
In connection with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation
of such successor out of payments on the Mortgage Loan as it and such successor shall agree; provided, however,
that no such compensation shall be in excess of that permitted the Terminated Party hereunder, except that if no successor to
the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be
paid to such successor and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section
3.4(c). The Depositor, the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor
shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.


 


(b)       Notwithstanding Section 7.1(c) of this Agreement, if a Servicer receives a notice of termination solely due to a Servicer
Termination Event under Section 7.1(a)(vii) or (viii) and the terminated Servicer provides the Trustee with the
appropriate “request for proposal” materials within five (5) Business Days after such termination, then such Servicer
shall continue to serve as Servicer, if requested to do so by the Trustee, and the Trustee shall promptly thereafter (using such
“request for proposal” materials provided by the terminated Servicer) solicit good faith bids for the rights to master
service the Mortgage Loan from at least three (3) Persons qualified to act as successor Servicer hereunder in accordance with
Section 6.4 and Section 7.2 for which the Trustee has received Rating Agency Confirmation (any such Person so qualified,
a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located, then from as many Persons as the
Trustee can determine are Qualified Bidders; provided, however, that (i) at the Trustee’s request, the terminated
Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and (ii) the Trustee shall not be
responsible if less than three (3) or no Qualified Bidders submit bids for the right to master service the Mortgage Loan under
this


 



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Agreement. The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter
into this Agreement as successor Servicer with respect to the Mortgage Loan, and to agree to be bound by the terms hereof, within
forty-five (45) days after the receipt by the terminated Servicer of a notice of termination. The Trustee shall solicit bids (i)
on the basis of such successor Servicer entering into a Sub-Servicing Agreement with the terminated Servicer to service the Mortgage
Loan at a sub-servicing fee rate per annum equal to the excess of the Servicing Fee Rate over the Excess Servicing Fee
Rate (each, a “Servicing-Retained Bid”) and (ii) on the basis of having no obligation to enter into a Sub-Servicing
Agreement with the terminated Servicer (each, a “Servicing-Released Bid”). The Trustee shall select the Qualified
Bidder with the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing-Released Bid) (the “Successful
Bidder”) to act as successor Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement
as successor Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing
Agreement with the terminated Servicer as contemplated above), no later than forty-five (45) days after the termination of the
terminated Servicer. Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder, the
Certificate Administrator shall remit or cause to be remitted to the terminated Servicer the amount of such cash bid received
from the Successful Bidder (net of “out of pocket” expenses incurred in connection with obtaining such bid and transferring
servicing).


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.2 as successor to the resigning or terminated Servicer, it
may reduce such terminated Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation
as successor Servicer would otherwise be below market rate servicing compensation. If the Trustee elects to appoint a successor
to the resigning or terminated Servicer other than itself or an Affiliate pursuant to this Section 7.2, it may reduce such
Servicer’s Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the
Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 7.2.


 


7.3.      [Reserved].


 


7.4.       Other
Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination Event,
as the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied,
the Trustee, in addition to the rights specified in Section 7.1, shall have the right, in its own name as trustee of an
express trust, to take all actions now or hereafter existing at law, in equity or by statute to enforce its rights and remedies
and to protect the interests, and enforce the rights and remedies, of the Certificateholders and the Companion Loan Holders (including
the institution and prosecution of all judicial, administrative and other proceedings and the filing of proofs of claim and debt
in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability resulting therefrom
shall be expenses, costs and liabilities of the Trust, and the Trustee shall be entitled to be reimbursed therefor pursuant to
Section 3.4(c) from the Collection Account. Except as otherwise expressly provided in this Agreement, no remedy provided
for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition to
any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be deemed
to be a waiver of any Servicer Termination Event or Special Servicer Termination Event.


 






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7.5.       Waiver
of Past Servicer Termination Events and Special Servicer Termination Events. The Holders of Sequential Pay Certificates
evidencing not less than 66 2/3% of the aggregate Voting Rights of all then outstanding Sequential Pay Certificates may, on behalf
of all Certificateholders and upon adequate indemnification of the Trustee by the requesting Holders of Certificates, waive any
default by the Servicer or the Special Servicer in the performance of its obligations hereunder and its consequences, except a
default in making any required deposits (including Monthly Payment Advances) to or payments from the Collection Account, the Distribution
Account or any Foreclosed Property Account or in remitting payments as received, in each case in accordance with this Agreement.
Upon any such waiver of a past default, such default shall cease to exist, and the related Servicer Termination Event or Special
Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair any right related thereto.


 


7.6.       Trustee
as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to make any Advances,
the Servicer shall notify the Trustee of its failure to make such Advances as promptly as possible, but in the case of any Monthly
Payment Advances no later than 3:00 p.m. (New York time) on the related Remittance Date, and the Certificate Administrator shall
notify the Trustee of the Servicer’s failure to make any Advances as promptly as possible, but in the case of any Monthly
Payment Advances no later than 6:00 p.m. (New York time) on the related Remittance Date. The Trustee shall, subject to its own
determination of recoverability (made in the same manner as required of the Servicer pursuant to the terms of this Agreement),
perform such obligations (w) within five (5) Business Days (or such shorter period (but not less than one (1) Business Day) as
may be required, if applicable, to avoid any lapse in insurance coverage required under the Mortgage Loan Documents or this Agreement
with respect to the Property or to avoid any foreclosure or similar action with respect to the Property by reason of failure to
pay real estate taxes, assessments, ground rents or governmental charges) of a Responsible Officer of the Trustee obtaining knowledge
of such failure by the Servicer or the Special Servicer with respect to Property Protection Advances and Administrative Advances
and (x) by 12:00 noon New York time on the related Distribution Date with respect to Monthly Payment Advances provided that the
Trustee has received notice from the Servicer or the Certificate Administrator by 6:00 p.m. (New York time) on the Remittance
Date of the failure of the Servicer to make a required Monthly Payment Advance. With respect to any such Advance made by the Trustee,
the Trustee shall succeed to all of the Servicer’s rights with respect to Advances hereunder, including, without limitation,
the rights of reimbursement and interest on each Advance at the Advance Rate, and rights to determine that a proposed Advance
is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement caused by such Servicer’s
default in its obligations hereunder and further subject to the Trustee’s standard of good faith judgment); provided,
however, that if Advances made by the Trustee and/or the Servicer shall at any time be outstanding, or any interest on
any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon hereunder shall
be applied entirely to the Advances outstanding to the Trustee until such Advances shall have been repaid in full, together with
all interest accrued thereon, prior to reimbursement of the Servicer for such Advances and interest accrued thereon. The Trustee
shall be entitled to conclusively rely on any notice given by the Servicer with respect to a Nonrecoverable Advance hereunder.
The Trustee shall notify the master servicer and trustee


 



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with respect to each Other Securitization Trust of the amount of any Monthly Payment Advance made by it pursuant
to this Section 7.6 within two (2) Business Days of making such advance.


 


8.       THE
TRUSTEE AND THE CERTIFICATE ADMINISTRATOR


 


8.1.       Duties
of the Trustee and the Certificate Administrator. (a) Each of the Trustee and the Certificate Administrator, prior to
the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the curing
or waiver of any Servicer Termination Event or Special Servicer Termination Event that may have occurred, undertakes with respect
to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. Neither the Depositor
nor the Servicer nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee or the Certificate
Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination Event has occurred
(which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4, shall exercise
such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in their exercise,
as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s own affairs.
Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed as a duty.
The Trustee (or the Servicer or the Special Servicer on its behalf) and the Certificate Administrator (or the Servicer or the
Special Servicer on its behalf), as applicable, shall have the power to exercise all the rights of a holder of the Mortgage Loan
on behalf of the Certificateholders and the Companion Loan Holders (or, if a Companion Loan Holder is an Other Securitization
Trust, the related Other Depositor and any other party to any Other Pooling and Servicing Agreement), subject to the terms of
the Mortgage Loan Documents and the Co-Lender Agreement; provided, however, that the Lender’s obligations
under the Mortgage Loan Documents shall be exercised by the Servicer or Special Servicer, as the case may be, pursuant to this
Agreement.


 


(b)       Subject
to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee or the Certificate
Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall examine, or cause
to be examined, such instruments to determine whether they conform to the requirements of this Agreement to the extent specifically
set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement in a material
manner, the Trustee and the Certificate Administrator shall take such action as it deems appropriate to have the instrument corrected,
and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s reasonable satisfaction,
the Trustee or the Certificate Administrator, as applicable, may or may not act upon same.


 


(c)       Subject
to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate Administrator,
as applicable, from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, its
negligent failure to perform its obligations in compliance with this Agreement, or any liability which would be imposed by reason
of its negligence, willful misconduct or bad faith; provided, however, that:


 






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(i)        No
implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and each
of the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates, resolutions, certificates, statements, opinions, reports, documents,
orders, opinions or other instruments furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements
of this Agreement which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;


 


(ii)       neither
the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible Officer
of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate Administrator
or such Responsible Officer was negligent in ascertaining the pertinent facts;


 


(iii)      neither
the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted to be taken
by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in the aggregate,
not less than 25% of the Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding
for any remedy available to the Trustee or the Certificate Administrator, or exercising any trust or power conferred upon the
Trustee or the Certificate Administrator, under this Agreement;


 


(iv)     neither
the Trustee nor the Certificate Administrator shall be charged with knowledge of a Mortgage Loan Event of Default or any failure
by the Servicer or the Special Servicer to comply with any of their respective obligations referred to in Section 7.1 or
any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may be
required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual
knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives written
notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing, in the
aggregate, not less than 25% of the Voting Rights of the Regular Certificates; and


 


(v)       neither
the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal action
which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any expense or
liability and for which it would not be indemnified for pursuant to this Agreement.


 


(d)       None
of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator to (i) expend
or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties hereunder or in
the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be responsible for the
manner of performance of, any


 



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of the obligations of the Servicer or the Special Servicer under this Agreement, except, with respect
to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers
and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement. Notwithstanding anything
contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall have liability in connection
with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless the Trustee or the Certificate
Administrator is acting in any such capacity hereunder; provided further that in any such capacity each of the Trustee
and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it as Trustee and Certificate
Administrator hereunder, as applicable.


 


8.2.       Certain
Matters Affecting the Trustee and the Certificate Administrator. (a) Except as otherwise provided in Sections 8.1:


 


(i)        each
of the Trustee and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining from
acting upon any resolution, Officer’s Certificate, auditor’s certificate or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper or document believed by it to be genuine and to
have been signed or presented by the proper party or parties;


 


(ii)       each
of the Trustee and the Certificate Administrator may consult with counsel, and any Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and in accordance
with such Opinion of Counsel;


 


(iii)      neither
the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers vested in
it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order or
direction of any of the Certificateholders, pursuant to the provisions of this Agreement, unless such Certificateholders shall
have offered to the Trustee or the Certificate Administrator security or indemnity reasonably satisfactory to it against the costs,
expenses and liabilities, including reasonable legal fees, which may be incurred therein or thereby; provided, however,
that nothing contained herein shall relieve the Trustee or the Certificate Administrator of the obligation, upon the occurrence
of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, that a Responsible Officer of the Trustee
or the Certificate Administrator, as the case may be, has actual knowledge of (which has not been cured or waived), to exercise
such of the rights and powers vested in it by this Agreement, and to use the same degree of care and skill in their exercise as
a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs;


 


(iv)      neither
the Trustee nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted by it in good
faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;


 






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(v)       prior
to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder and after the curing or waiver
of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, neither the Trustee nor the Certificate
Administrator shall be bound to ascertain or inquire as to the performance or observance of any of the terms, conditions, covenants
or agreements herein (except as specifically required by this Agreement) or to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond
or other paper or document, unless requested in writing so to do by Holders of Certificates evidencing, in the aggregate, not
less than 25% of the Voting Rights of the outstanding Certificates; provided, however, that if the payment within
a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses or liabilities likely to be incurred
by either party in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator, not reasonably
assured to the Trustee or the Certificate Administrator by the security afforded to it by the terms of this Agreement, the Trustee
or the Certificate Administrator, as applicable, may require indemnity reasonably satisfactory to it against such costs, expenses
or liabilities as a condition to taking any such action. The reasonable expense of every such investigation shall be paid by the
Trust pursuant to Section 3.4(c) in the event that such investigation relates to a Servicer Termination Event or Special
Servicer Termination Event, if such an event shall have occurred and is continuing, and otherwise by the Certificateholders requesting
the investigation;


 


(vi)     each
of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties hereunder
either directly or by or through agents or attorneys selected by it with due care, but the Certificate Administrator and the Trustee
shall not be relieved of any of its duties or obligations by virtue of the appointment of any agents or attorneys;


 


(vii)    each
of the Trustee and the Certificate Administrator shall not be liable for any loss on any investment of funds made by the Trustee
or the Certificate Administrator, as applicable, pursuant to the terms of this Agreement, provided, however, this
clause (vii) shall not relieve the Trustee or the Certificate Administrator (solely in their respective commercial capacities
and not in their respective capacities hereunder) of any liabilities with respect to investments issued by such entity, as applicable,
in their respective commercial capacities;


 


(viii)   neither
the Trustee nor the Certificate Administrator hereunder shall be personally liable hereunder solely by reason of any act or failure
to act of any predecessor or successor Trustee or Certificate Administrator hereunder;


 


(ix)      neither
the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection with the execution
and performance of its duties hereunder;


 






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(x)       in
no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God;


 


(xi)      other
than in the case of actual fraud (as determined by a non-appealable final court order), neither the Trustee nor the Certificate
Administrator shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever (including
but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood of such
loss or damage and regardless of the form of action;


 


(xii)     nothing
herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with respect to their
rights and protections relative to the Trust; and


 


(xiii)    nothing
herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable law.


 


Except
as otherwise specifically provided herein, each of the Trustee and the Certificate Administrator shall be entitled to all of the
same rights, protections, immunities and indemnities afforded to it as Trustee and Certificate Administrator, as the case may
be, in each capacity for which it serves hereunder (including, without limitation, as Custodian, Certificate Registrar, 17g-5
Information Provider, paying agent and Authenticating Agent).


 


(b)       Following
the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets to the Trust Fund
not specifically contemplated by this Agreement.


 


(c)       All
rights or actions under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator
may be enforced by such party without the possession of any of the Certificates, or the production thereof at the trial or other
proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee or the Certificate Administrator,
as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions
of this Agreement.


 


(d)       In
order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Banking Law”),
the Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain information
relating to individuals and entities that maintain a business relationship with the Certificate Administrator or the Trustee.
Accordingly, each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective
request from time to time, such identifying information and documentation as may be available for such party in order to enable
the Certificate Administrator and the Trustee to comply with Applicable Banking Law.


 


8.3.    Neither
the Trustee nor the Certificate Administrator is Liable for Certificates or the Mortgage Loan. The recitals contained
herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the Certificates)
shall


 



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not be taken as the statements of the Trustee or the Certificate Administrator and the Trustee and
the Certificate Administrator assume no responsibility for their correctness. The Trustee and the Certificate Administrator make
no representation as to the validity or sufficiency of this Agreement (other than its execution of this Agreement), the Certificates,
the Trust Loan, the Companion Loans or of the Mortgage Loan or related documents except as expressly set forth herein. The Trustee
and the Certificate Administrator shall not be liable for any action or failure of any action by the Depositor, the Servicer or
the Special Servicer hereunder. The Trustee and the Certificate Administrator shall not at any time have any responsibility or
liability for or with respect to the legality, validity or enforceability of the Mortgage or the Mortgage Loan, or the perfection
and priority of the Mortgage or the maintenance of any such perfection and priority, or for or with respect to the efficacy of
the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement, including,
without limitation, the existence, condition and ownership of the Property; the existence and enforceability of any hazard insurance
thereon; the validity of the assignment of the Trust Loan to the Trust; the performance or enforcement of the Trust Loan (other
than with respect to the Servicer or Special Servicer, if the Trustee shall assume the duties of the Servicer and/or Special Servicer,
respectively, pursuant to Section 7.2 and then only to the extent of the obligations of the Servicer or Special Servicer,
as applicable, hereunder); the compliance by the Depositor, the Borrower, the Servicer and the Special Servicer with any warranty
or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation
made under this Agreement or in any related document prior to the Trustee’s receipt of notice or other discovery of any
noncompliance therewith or any breach thereof; any investment of monies by or at the direction of the Servicer or the Special
Servicer or any loss resulting therefrom (other than investments made with the Trustee or the Certificate Administrator in its
commercial capacity); the failure of the Servicer, the Special Servicer or any sub-servicer to act or perform any duties required
of it hereunder; or any action by the Trustee or the Certificate Administrator taken at the direction of the Servicer or the Special
Servicer (other than with respect to the Trustee, if the Trustee shall assume the duties of the Servicer or the Special Servicer);
provided, however, that the foregoing shall not relieve the Trustee or the Certificate Administrator, as applicable,
of its obligation to perform its duties under this Agreement. Except with respect to a claim based on either the Trustee’s
or the Certificate Administrator’s negligent action, negligent failure to act or willful misconduct (or such other standard
of care as may be provided herein with respect to any particular matter), no recourse shall be had for any claim based on any
provisions of this Agreement, the Certificates, the Mortgage, the Property or the Trust Loan or assignment thereof against the
Trustee or the Certificate Administrator, as applicable, in its respective individual capacity, and neither the Trustee nor the
Certificate Administrator shall have any personal obligation, liability or duty whatsoever to any Certificateholder or any other
Person with respect to any such claim, and any such claim shall be asserted solely against the Trust Fund or any indemnitor who
shall furnish indemnity as provided in this Agreement. Neither the Trustee nor the Certificate Administrator shall have any responsibility
for filing any financing or continuation statements in any public office at any time or to otherwise perfect or maintain the perfection
of any security interest or lien granted to it hereunder or to record this Agreement (unless, with respect to the Trustee, the
Trustee shall have become the successor Servicer or Special Servicer). Neither the Trustee nor the Certificate Administrator shall
be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of such Certificates
or for the use or application of any funds paid to the Servicer or the


 



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Special Servicer, as applicable, in respect of the Mortgage
Loan deposited into or withdrawn from the Collection Account or any account maintained by or on behalf of the Servicer or the
Special Servicer (except to the extent that any such account is held by the Trustee or the Certificate Administrator in its commercial
capacity), or for investment of such amounts (other than, and to the extent of, investments made with the Trustee or the Certificate
Administrator in its commercial capacity).


 


The
Trustee and the Certificate Administrator, by reason of the action or inaction of a responsible officer or officers of the Trustee
or the Certificate Administrator, as applicable, nor any of its directors, officers, members, managers, partners, employees, Affiliates
or agents shall have no liability to the Trust, the Certificateholders or the Companion Loan Holders for any action taken or for
refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in judgment; provided,
however, that this provision shall not protect the Trustee, the Certificate Administrator (including in its capacity as
Certificate Registrar, Authenticating Agent, Custodian, paying agent or 17g-5 Information Provider) or any such Person against
any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence of the Trustee, the Certificate
Administrator (including in its capacity as Certificate Registrar, Authenticating Agent, Custodian, paying agent or 17g-5 Information
Provider) or any such Person, as applicable, or by reason of negligent disregard of the Trustee, the Certificate Administrator
or any such Person, as applicable, of its obligations and duties hereunder. The Trustee, the Certificate Administrator in each
of its capacities under this Agreement and any of their respective directors, officers, members, managers, partners, employees,
Affiliates, agents or Controlling Persons shall be indemnified by the Trust pursuant to Section 3.4(c) out of amounts on
deposit in the Collection Account, and held harmless against any loss, liability, claim, demand or expense (including reasonable
legal fees and expenses and costs of enforcing this indemnity) incurred in connection with any legal action or other claims, losses,
penalties, fines, foreclosures, judgments or liabilities relating to or related to the Trustee’s or the Certificate Administrator’s
performance of their respective powers and duties under this Agreement (including, without limitation, performance under Section
8.1 hereof); provided, however, that this provision shall not protect the Trustee, the Certificate Administrator
or any such Person against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence
of the Trustee, the Custodian, the Certificate Administrator or any such Person or by reason of negligent disregard of the Trustee,
the Certificate Administrator or any such Person, as applicable, of its obligations and duties hereunder. The indemnification
provided hereunder shall survive the resignation or removal of the Trustee or the Certificate Administrator and the termination
of this Agreement. Notwithstanding anything herein to the contrary, the Trustee shall be responsible for its acts or failure to
act as the Servicer and/or the Special Servicer (in accordance with Accepted Servicing Practices) during the time and to the extent
the Trustee is serving as Servicer to the same extent that the Servicer or Special Servicer would be liable for the Servicer’s
or Special Servicer’s, as applicable, acts or failure to act under the terms of this Agreement.


 


8.4.       Trustee
and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their individual
or any other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as it would
have if they were not the Trustee or the Certificate Administrator.


 






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8.5.       Trustee’s
and Certificate Administrator’s Fees and Expenses. (a) The Trustee
and the Certificate Administrator shall be entitled to the Certificate Administrator Fee (including that portion of the Certificate
Administrator Fee that represents the Trustee Fee, which is payable to the Trustee), payable pursuant to Section 3.4(c).
The Certificate Administrator Fee (which shall not be limited to any provision of law in regard to the compensation of a trustee
of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of compensation
(unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby created and
in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder. No
Certificate Administrator Fee shall be payable with respect to any Companion Loan. The Trustee and the Certificate Administrator
shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or
the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable
fees and expenses of its counsel and of all Persons not regularly in its employ), provided such cost would qualify as an
“unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense,
disbursement or advance as may arise from its negligence, willful misconduct or bad faith or which is expressly the responsibility
of a Certificateholder or Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the
Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate
Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees
and expenses so long as payment of such fees and expenses are reasonably assured to it. The Trustee and the Certificate Administrator
shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection
with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision
of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for
an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder
unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.


 


(b)       Each
of the Depositor, the Servicer and the Special Servicer (each, for purposes of this Section 8.5(b) only, an “Indemnifying
Party”) shall (severally and not jointly) indemnify the Trustee (both in its capacity as Trustee and individually) and
the Certificate Administrator (in each of its capacities as Certificate Administrator, Custodian, Certificate Registrar, Authenticating
Agent, paying agent and 17g-5 Information Provider) and each of their Affiliates and each of the directors, officers, employees
and agents of the Trustee and the Certificate Administrator and each of their Affiliates (each, for purposes of this Section
8.5(b) only, an “Indemnified Party”), and hold each of them harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses
that the Indemnified Party may sustain in connection with this Agreement (including, without limitation, costs, reasonable fees
and disbursements of counsel incurred by the Indemnified Party in any action or proceeding (including any enforcement action)
between the Indemnifying Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting
from each such Indemnifying Party’s respective willful misconduct, bad faith, fraud or negligence in the performance of
each of its respective duties hereunder or by reason of negligent disregard of its


 



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respective obligations and duties hereunder
(including in the case of the Servicer, any agent of the Servicer or sub-servicer).


 


(c)         Each
of the Certificate Administrator (including in its capacities as Custodian, Certificate Registrar, Authenticating Agent, paying
agent and 17g-5 Information Provider) and the Trustee (in each case with respect to itself only, for purposes of this Section
8.5(c) only, an “Indemnifying Party”) shall (severally and not jointly) indemnify the Depositor, the Servicer
and the Special Servicer and their respective Affiliates and each of the directors, officers, employees and agents of the Servicer
and the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.5(c) only, an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures,
reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain
in connection with this Agreement (including, without limitation reasonable fees and disbursements of counsel incurred by the
Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party or between the Indemnified
Party and any third party or otherwise and costs of enforcing such indemnity) resulting from the applicable Indemnifying Party’s
willful misconduct, bad faith, fraud or negligence in the performance of its duties hereunder or by reason of negligent disregard
of its obligations and duties hereunder.


 


8.6.       Eligibility
Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a) Each of the Trustee
and the Certificate Administrator hereunder shall at all times be a corporation, association or trust company organized and doing
business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers
and to accept the trust conferred under this Agreement, which has, a combined capital and surplus of at least $50,000,000 and
a rating on its unsecured long term debt of at least “A2” by Moody’s (provided however, that the Trustee may
maintain a long term unsecured debt rating of at least “Baa2” by Moody’s if the Servicer maintains a rating
of at least “A2” by Moody’s) or as is otherwise acceptable to the Rating Agency as evidenced by the receipt
of a Rating Agency Confirmation, and is subject to supervision or examination by federal or state authority and shall not be an
Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee has assumed the duties of the Servicer
and/or Special Servicer pursuant to Section 7.2). If a corporation, association or trust company publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for purposes
of this Section 8.6 the combined capital and surplus of such entity shall be deemed to be its combined capital and surplus
as set forth in its most recent report of condition so published. In the event that the place of business from which the Trustee
or the Certificate Administrator, as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax
on the Trust, the Trustee or the Certificate Administrator, as applicable, shall elect either to (i) resign immediately in the
manner and with the effect specified in Section 8.7, (ii) pay such tax from its own funds and continue as Trustee or Certificate
Administrator, as applicable, or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such
a tax. In case at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions
of this Section 8.6, the Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner
and with the effect specified in Section 8.7.


 






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(b)        The
Certificate Administrator shall obtain and maintain at its own expense, and keep in full force and effect throughout the term
of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Certificate Administrator’s
directors, officers and employees in connection with its activities under this Agreement; provided that if the Certificate
Administrator is not rated at least “A2” by Moody’s, such applicable error and omissions insurance policy must
be rated at least “A2” by Moody’s. Such insurance policy shall protect the Certificate Administrator against
losses, forgery, theft, embezzlement, fraud, errors and omissions of such covered Persons. The amount of coverage shall be at
least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Certificate
Administrator. In the event that any such bond or policy ceases to be in effect, the Certificate Administrator shall obtain a
comparable replacement bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure
with respect to such risks so long as the Certificate Administrator is rated at least “A2” by Moody’s.


 


(c)        The
Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement,
a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s directors, officers and employees
in connection with its activities under this Agreement; provided that if the Trustee is not rated at least “A2”
by Moody’s, such applicable error and omissions insurance policy must be rated at least “A2” by Moody’s.
Such insurance policy shall protect the Trustee against losses, forgery, theft, embezzlement, fraud, errors and omissions of such
covered Persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities
having regulatory power over the Trustee. In the event that any such bond or policy ceases to be in effect, the Trustee shall
obtain a comparable replacement bond or policy. In lieu of the foregoing, the Trustee shall be entitled to self-insure with respect
to such risks so long as the Trustee is rated at least “A2” by Moody’s.


 


8.7.       Resignation
and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may
at any time resign and be discharged from the trusts hereby created by (i) giving written notice of resignation to the Depositor,
the Initial Purchaser, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator (if applicable),
the Certificate Registrar (if other than the Certificate Administrator), the Companion Loan Holders, the Trustee and the 17g-5
Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)
and after such posting by the 17g-5 Information Provider, to the Rating Agency, and by mailing notice of resignation by first
Class mail, postage prepaid, to the Certificateholders at their addresses appearing on the Certificate Register, not less than
sixty (60) days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect,
and (ii) acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance
with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon such notice of resignation, the Depositor
shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, and a Rating Agency Confirmation is provided
with respect to such appointment, which Rating Agency Confirmation shall be delivered to the resigning Trustee or Certificate
Administrator, and the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator
shall have been so appointed and shall have accepted appointment within 30 days after the giving of such


 



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notice of resignation, the resigning Trustee or Certificate Administrator, as applicable,
may petition any court of competent jurisdiction for appointment of a successor Trustee or Certificate Administrator, as applicable
and any expenses associated with such petition shall be an expense of the Trust.


 


Upon
the resignation, assignment, merger, consolidation, or transfer of the Trustee or the Certificate Administrator or its respective
business to a successor, or upon the termination of the Trustee or the Certificate Administrator, (a) the outgoing Trustee or
Certificate Administrator shall cooperate with any successor, as requested (i) to endorse the original executed Notes for the
Trust Loan (to the extent that the original executed Notes for the Trust Loan were endorsed to the outgoing Trustee or Certificate
Administrator or), without recourse, representation or warranty, express or implied, to the order of the successor, as trustee
for the registered holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through
Certificates, Series 2020-LOOP or in blank, and (ii) in the case of the other assignable Mortgage Loan Documents (to the extent
such other Mortgage Loan Documents were assigned to the outgoing Trustee or Certificate Administrator), to assign such Mortgage
Loan Documents to such successor, and such successor shall review the documents delivered to it with respect to the Trust Loan,
and certify in writing that, as to the Trust Loan then subject to this Agreement, such endorsement and assignment has been made,
and record such assignment documents (if applicable); (b) if any original executed Note for the Trust Loan was not endorsed to
the outgoing Trustee, the Certificate Administrator (in its capacity as Custodian) shall, upon its receipt of a request for release
in the form of Exhibit B hereto, deliver such Note to the Depositor or the successor Trustee, as requested, and the Servicer
and the Depositor shall cooperate with any successor Trustee to ensure that such Note is endorsed (without recourse, representation
or warranty, express or implied) to the order of the successor, as trustee for the registered holders of J.P. Morgan Chase Commercial
Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP or in blank; (c) if any other
assignable Mortgage Loan Document was not assigned to the outgoing Trustee, the Certificate Administrator shall, upon its receipt
of a request for release, deliver such Mortgage Loan Document to the Depositor or the successor Trustee, as requested, and the
Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Mortgage Loan Document is assigned to
such successor Trustee; and (d) in any case, such successor Trustee shall review the documents delivered to it or to the Certificate
Administrator with respect to the Trust Loan, and certify in writing that, as to the Trust Loan then subject to this Agreement,
such endorsements and assignments have been made, and record such assignment documents (if applicable) or, in the event such endorsement
or assignment cannot be made for any reason, to note the same in such certification. The resigning or terminated Trustee or Certificate
Administrator, as the case may be, shall reimburse the Trust for any expenses of such endorsement, assignment and recording.


 


If
at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance
with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate
Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the
Certificate Administrator shall materially default in the performance of its obligations under this Agreement; or (z) if at any
time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent,
or a receiver of the Trustee or


 



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the Certificate Administrator or of either of their property shall be appointed, or any public
officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose
of rehabilitation, conservation or liquidation then, in any such case, (1) the Depositor may remove the Trustee or the Certificate
Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument,
in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee
or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator,
as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six (6) months may, on behalf
of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the
Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may
thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as
applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate
Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable,
so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator,
as applicable, appointed by the Certificateholders as provided below within one (1) year from the date of appointment by such
court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding
Certificates, may at any time upon 30 days’ notice to the Trustee or Certificate Administrator remove the Trustee or the
Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or
instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument
or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer), one complete set to the
Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice
of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate
Administrator shall be given to the Companion Loan Holders, the Rating Agency (through the successor 17g-5 Information Provider’s
website, as applicable) and the Initial Purchaser by the successor Trustee or Certificate Administrator, as applicable. No removal
of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including
interest thereon) have been paid to the Trustee or Certificate Administrator, as applicable, in full.


 


Any
resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment
by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.


 


If
the Certificate Administrator is terminated pursuant to this Section 8.7, all of its rights and obligations under this
Agreement and in and to the Trust Loan shall be terminated, other than any rights or obligations that accrued prior to the date
of such termination or removal (including the right to receive all fees, indemnities, expenses and other amounts accrued or owing
to it under this Agreement with respect to periods prior to the date of such termination or removal).


 






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In
the event of any resignation or removal of the Trustee or the Certificate Administrator (in any of its capacities) under this
Agreement (other than a resignation of the Trustee that is required solely due to a change in law or a conflict of interest arising
after the Closing Date that is not waived by all of the parties in conflict or is unwaivable), such resignation or removal shall
be effective with respect to each of such party’s other capacities hereunder (including, without limitation, such party’s
capacities as Trustee, Custodian, Certificate Administrator, Certificate Registrar and 17g-5 Information Provider, as the case
may be).


 


8.8.       Successor
Trustee or Successor Certificate Administrator. Any successor Trustee or Certificate Administrator appointed as provided
in Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer and to its predecessor
Trustee or Certificate Administrator an instrument (i) accepting such appointment hereunder and (ii) making the representations
and warranties of the Trustee or the Certificate Administrator, as applicable, as provided in Section 2.3 and Section
2.4, respectively, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator shall
become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance,
shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect
as if originally named as trustee or certificate administrator herein. The predecessor Certificate Administrator shall deliver
or cause to be delivered to the successor Certificate Administrator, as applicable, the Mortgage File and related documents and
statements held by it hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor Trustee or Certificate
Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully
and certainly vesting and confirming in the successor Trustee or Certificate Administrator all such rights, powers, duties and
obligations.


 


No
successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.8 unless at the time
of such acceptance such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6
and a Rating Agency Confirmation is received with respect to its appointment (prior to the resignation or termination of the
Trustee or Certificate Administrator).


 


Upon
acceptance of appointment by a successor Trustee or Certificate Administrator as provided in this Section 8.8, the successor
Trustee or Certificate Administrator shall mail notice of the succession of such Trustee or Certificate Administrator hereunder
to all Holders of Certificates at their addresses as shown in the Certificate Register, the Depositor, the Servicer, the Special
Servicer, the Borrower and the Initial Purchaser and the Companion Loan Holders.


 


8.9.       Merger
or Consolidation of the Trustee or the Certificate Administrator. Any Person into which the Trustee or the Certificate
Administrator may be merged or converted or with which either may be consolidated or any Person resulting from any merger, conversion
or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially
all of the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the
Certificate Administrator, as applicable, hereunder, provided that (i) such Person shall be eligible under the provisions
of


 



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Section 8.6, without the execution or filing of any paper
or further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding and (ii) Rating Agency
Confirmation shall have been delivered to such Person.


 


8.10.     Appointment
of Co-Trustee or Separate Trustee. (a) At any time or times, for the purpose of meeting any legal requirements of any
jurisdiction in which any part of the Property may at the time be located or in which any action of the Trustee may be required
to be performed or taken, the Trustee, the Depositor or the Holders of Certificates evidencing, in the aggregate, a majority of
the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may appoint one or more individuals
or corporations to act as separate trustee or separate trustees or co-trustees, acting jointly with the Trustee, of all or any
part of the Property, to the full extent that local law makes it necessary for such separate trustee or separate trustees or co-trustee
acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee shall be paid by the Trust
Fund pursuant to Section 3.4(c).


 


(b)        The
Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of any jurisdiction
or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such title, rights
or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such title to
the Property or any part thereof, and with such rights, powers, duties and obligations as shall be specified in the instrument
of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed
by the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject
to all the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or
acts are to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the
case may be. Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute
the Trustee, its attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion
on its behalf and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable
of acting, resign or be removed, the title to any applicable Property and all assets, property, rights, powers, duties and obligations
of such separate trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the
appointment of a successor to such separate trustee or co-trustee unless and until a successor is appointed.


 


(c)        All
provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to and apply
to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10, and to the
Trustee and Certificate Administrator in each capacity that it may assume hereunder, including, without limitation, its capacity
as Certificate Administrator, Certificate Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information Provider,
as applicable.


 


(d)        Every
co-trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee shall act,
subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon the Trustee
in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all other
rights, powers, duties and obligations conferred or imposed


 



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upon the Trustee shall be conferred or imposed and exercised or performed
by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to
perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed by such
co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee shall be exercised
hereunder by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee; and (iv) no trustee
hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If,
at any time, the Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute
and deliver all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the
foregoing, the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations,
duties, or responsibilities in any way or to any degree.


 


(e)         Any
request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant to such
co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 


(f)          Notwithstanding
any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall not exceed those of the
Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth in Section 8.6.


 


8.11.       Appointment
of Authenticating Agent and Custodian. (a) The Certificate Administrator may appoint an agent or agents which shall be
authorized to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent, an “Authenticating
Agent”), and Certificates so authenticated shall be entitled to the benefits of this Agreement and shall be valid and
obligatory for all purposes as if authenticated by the Certificate Administrator hereunder. Wherever a reference is made in this
Agreement to the authentication and delivery of Certificates by the Certificate Administrator or the Certificate Administrator’s
certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Certificate
Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate Administrator
by an Authenticating Agent. Each Authenticating Agent shall, at all times, be a corporation or association organized and doing
business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such
law to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such
laws to do trust business and subject to supervision or examination by federal or state authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 8.11, such Authenticating Agent shall
resign immediately in the manner and with the effect specified in this Section 8.11. The initial Authenticating Agent shall
be the Certificate Administrator.


 






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(b)       Any
Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person resulting
from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding to
the corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such Person
shall be otherwise eligible under this Section 8.11, without the execution or filing of any paper or any further act on
the part of the Trustee or the Authenticating Agent.


 


(c)       An
Authenticating Agent may resign at any time by giving at least thirty (30) days’ advance written notice thereof to the Certificate
Administrator, the Servicer or Special Servicer, as applicable, and the Depositor. The Certificate Administrator may at any time
terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent, the Servicer or
the Special Servicer, as applicable, and the Depositor. Upon receiving such a notice of resignation or upon such a termination,
or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section
8.11, the Certificate Administrator may appoint a successor Authenticating Agent and shall mail written notice of such appointment
by first class mail, postage prepaid to all Certificateholders as their names and addresses appear in the Certificate Register.
Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers
and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 8.11.


 


(d)       The
Certificate Administrator is hereby appointed as the initial Custodian. Any successor Certificate Administrator appointed pursuant
to Section 8.7 and Section 8.8 shall be deemed to be appointed as the successor Custodian upon the effectiveness
of its appointment as the successor Certificate Administrator.


 


8.12.    Indemnification
by the Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator, as applicable, severally
and not jointly, shall indemnify and hold harmless the Trust from and against any claims, losses, damages, penalties, fines, forfeitures,
legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are
based upon (i) a breach by the Trustee or the Certificate Administrator (including in its capacity as 17g-5 Information Provider)
of its representations and warranties, as applicable, under this Agreement or (ii) negligence, bad faith or willful misconduct
on the part of the Trustee or the Certificate Administrator (including in its capacities as Custodian, Certificate Registrar,
Authenticating Agent, paying agent and 17g-5 Information Provider), as applicable, in the performance of its obligations or its
negligent disregard of such obligations under this Agreement.


 


The
Certificate Administrator shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties,
fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor
or its Affiliates that arise out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5
Information Provider, of its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part
of the Certificate Administrator, in its


 



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capacity as 17g-5 Information Provider, in the performance of such obligations or its
negligent disregard of its obligations and duties under this Agreement.


 


8.13.    Certificate
Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any Distribution
Date and a voluntary prepayment or the payment at maturity by the Borrower of the Trust Loan or any portion thereof, the Certificate
Administrator shall report the amount of such prepayment or payment to the Depository based on information received from the Servicer
or the Special Servicer in reliance on notices received from the Borrower. In the event of any inconsistencies in payments or
prepayments made by the Borrower with the previously delivered notices by the Borrower, all costs and expenses incurred as a result
of a failure by the Borrower to make any such payments or prepayment, shall be paid by the Borrower in accordance with the Mortgage
Loan Agreement provided that the amount of payment reported to the Depository by the Certificate Administrator was consistent
with the information received from the Servicer or the Special Servicer. If the Borrower fails to do so, such costs and expenses
shall be reimbursed to the Certificate Administrator and to the Servicer or the Special Servicer, as applicable, by the Trust
pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Certificate Administrator, the
Servicer nor the Special Servicer shall be liable for any inability or delay of the Depository to make a distribution as a result
of such inconsistencies. Notwithstanding the foregoing, the Certificate Administrator shall notify the Depository on the Remittance
Date or as soon as reasonably possible of any such inconsistencies.


 


8.14.    Access
to Certain Information. The Certificate Administrator shall afford to any
Privileged Person (which for this purpose excludes a Privileged Person who provides the Certificate Administrator with an Investor
Certification substantially in the form of Exhibit K-2 hereto) and to the Office of the Comptroller of the Currency, the
FDIC and any other banking or insurance regulatory authority that may exercise authority over any Certificateholder, access to
any documentation regarding the Trust Loan or the other assets of the Trust Fund that are in its possession or within its control,
including without limitation:


 


(i)         the
Mortgage Loan files, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered into
or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;


 


(ii)        the
annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special Servicer,
as applicable, and delivered to the Certificate Administrator for the Property, and


 


(iii)      all
notices and reports delivered to the Certificate Administrator with respect to the Property as to which environmental testing
revealed any failure of such Property to comply with any applicable law, including any environmental law, or which revealed an
environmental condition present at the Property requiring further investigation, testing, monitoring, containment, clean up, or
remediation.


 


Such
access shall be afforded without charge but only upon reasonable prior written request and during normal business hours at the
offices of the Certificate Administrator.


 






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The
Certificate Administrator will provide copies of the items described in this Section 8.14(a) to the extent in its possession
to, and upon reasonable written request of, the Certificateholders (other than a Borrower Affiliate, the Manager or any of their
respective agents or affiliates who provides the Certificate Administrator with an Investor Certification in the form of Exhibit
K-2 hereto). The Certificate Administrator may require payment for the reasonable costs and expenses of providing the copies
and may also require a confirmation executed by the requesting Person, in a form reasonably acceptable to the Certificate Administrator,
to the effect that the Person making the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting
the information solely for use in evaluating its investment in the Certificates and will otherwise keep the information confidential.
Certificateholders, by the acceptance of their Certificates, will be deemed to have agreed to keep this information confidential.


 


(b)       The
Certificate Administrator shall make available to Privileged Persons (which for this purpose excludes a Privileged Person who
provided the Certificate Administrator with an Investor Certification in the form of Exhibit K-2 hereto), via the Certificate
Administrator’s Website, the following items (to the extent such items were prepared by or delivered to the Certificate
Administrator in electronic format to trustadministrationgroup@wellsfargo.com):


 


(i)            The
following “deal documents”:


 


(A)       the
Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided to the Certificate
Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)       this
Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any), the Trust
Loan Purchase Agreement and any amendments and exhibits hereto or thereto; and


 


(C)       the
CREFC® loan setup file prepared by the Servicer and delivered to the Certificate Administrator;


 


(ii)          The
following “periodic reports”:


 


(A)      all
Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b);


 


(B)       all
CREFC® Reports (other than the CREFC® loan setup file and the CREFC® Special Servicer
Loan File) prepared by, or delivered to, the Certificate Administrator pursuant to Section 3.18(a); and


 


(C)       all
Operating Advisor Annual Reports;


 


(iii)         The
following “additional documents”:


 


(A)       summaries
of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


 






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(B)       all
inspection reports delivered to the Certificate Administrator pursuant to Section 3.22, environmental reports delivered
to the Certificate Administrator pursuant to Section 3.12(e), Appraisals delivered to the Certificate Administrator pursuant to
Section 3.7(a), and any updates to such reports and Appraisals;


 


(C)       all
Appraisals and any updates to Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a); and


 


(D)       any
amendment, modification or waiver of a material term of any ground lease;


 


(iv)       The
following “special notices”:


 


(A)       any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);


 


(B)       any
notice of termination of the Servicer, the Special Servicer or the Operating Advisor delivered to the Certificate Administrator
pursuant to Section 7.1;


 


(C)       any
notice of a Servicer Termination Event, Special Servicer Termination Event or Operating Advisor Termination Event delivered to
the Certificate Administrator pursuant to Section 7.1(b) and Section 3.26(j);


 


(D)       any
request by the Certificateholders representing at least 25% of the Voting Rights of all the then-outstanding Sequential Pay Certificates
to terminate the Special Servicer pursuant to Section 7.1(e) or the Operating Advisor pursuant to Section 3.26(j);


 


(E)       any
notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report
prepared by the Operating Advisor in connection with such recommendation;


 


(F)       any
notice of resignation of the Trustee, the Certificate Administrator or the Operating Advisor and any notice of the acceptance
of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7 or the successor
Operating Advisor pursuant to Section 3.26;


 


(G)       any
and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s,
the Servicer’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, pursuant to Section 3.23(f);


 


(H)       any
Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 






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(I)        any
amendment to this Agreement pursuant to Section 11.1;


 


(J)        any
annual statements as to compliance and related Officer’s Certificates delivered to the Certificate Administrator under Section
13.7; and


 


(K)       any
annual independent public accountants’ servicing reports delivered to the Certificate Administrator pursuant to Section
13.9;


 


(L)       notice
of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates (taking into account
the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balance of the Certificates) to terminate
and replace the Special Servicer;


 


(M)      notice
of the occurrence or cessation of an Operating Advisor Consultation Event, a Trust Loan Control Event or a Trust Loan Consultation
Termination Event or any written notice of the occurrence or cessation of a Mortgage Loan Control Event or a Mortgage Loan Consultation
Termination Event received by the Certificate Administrator; and


 


(N)       any
notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a replacement
Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate;


 


(O)      
any notice or documents delivered to the Certificate Administrator by the depositor or the Servicer directing the Certificate
Administrator to post such notice or documents to the “Special Notices” tab; and


 


(v)          the
“Investor Q&A Forum” pursuant to Section 4.5(a);


 


(vi)         solely
to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b).


 


(vii)        subject
to Section 3.31(b), the following “U.S. Risk Retention Special Notices” to the extent delivered by the Retaining Sponsor,
if any, shall be posted to the “Investor Notices” tab on the Certificate Administrator’s Website:


 


(A)       the
disclosure required pursuant to Section 43.4(c)(1)(ii) of the Credit Risk Retention Rules; and


 


(B)       any
noncompliance of the applicable credit risk retention requirements under Section 15G of the Exchange Act by the Third-Party Purchaser
or a successor Third-Party Purchaser as and to the extent the Retaining Sponsor is required under the credit risk retention requirements
under Section 15G of the Exchange Act.


 


The
foregoing information shall be made available by the Certificate Administrator on the Certificate Administrator’s Website
promptly following receipt. The 


 



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Certificate Administrator shall have no obligation or duty to verify, confirm or otherwise determine
whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything
other than what it purports to be. In the event that any such information is delivered or posted in error, the Certificate Administrator
may remove it from the Certificate Administrator’s Website. The Certificate Administrator has not obtained and shall not
be deemed to have obtained actual knowledge of any information posted to the Certificate Administrator’s Website to the
extent such information was not produced by the Certificate Administrator. In connection with providing access to the Certificate
Administrator’s Website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The
Certificate Administrator shall not be liable for the dissemination of information in accordance with the terms of this Agreement,
makes no representation or warranty as to the accuracy or completeness of such information being made available, and assumes no
responsibility for such information, other than such information prepared by the Certificate Administrator. Assistance in using
the Certificate Administrator’s Website may be obtained by calling (866) 846-4526. The Certificate Administrator shall provide
a mechanism to notify each Person that has signed-up for access to the Certificate Administrator’s Website in respect of
the transaction governed by this Agreement each time an additional document is posted to the Certificate Administrator’s
Website.


 


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


 


The
17g-5 Information Provider shall make available solely to the Depositor, the Rating Agency and NRSROs the following items to the
extent such items are delivered to it via e-mail at 17g5informationprovider@wellsfargo.com, specifically with a subject reference
of “J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP” and an identification of the type of information
being provided in the body of the e-mail, or via any alternate e-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
Asset Status Report delivered by the Special Servicer under Section 3.10(i);


 


(ii)           any
environmental reports delivered by the Special Servicer under Section 3.12(e);


 


(iii)          any
annual statements as to compliance and related Officer’s Certificates delivered under Section 13.19;


 


(iv)         any
annual independent public accountants’ servicing reports delivered pursuant to Section 13.20;


 


(v)           any
Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.7(a);


 






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(vi)       any
information requested by the Depositor or the Rating Agency pursuant to Section 3.21(b) (it being understood the 17g-5
Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such information
as provided in Section 3.21(b));


 


(vii)      any
notice to the Rating Agency relating to the Servicer’s determination to take action without receiving Rating Agency Confirmation
as set forth in Section 3.28(a);


 


(viii)     any
requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.28(a);


 


(ix)       any
notice of resignation of the Trustee, the Certificate Administrator or the Operating Advisor and any notice of the acceptance
of appointment by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7 or the successor
Operating Advisor pursuant to Section 3.26;


 


(x)        any
and all Officer’s Certificates and other evidence to support the Trustee’s, the Servicer’s or the Special Servicer’s,
as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, pursuant to Section
3.23(f);


 


(xi)       any
notice of a Servicer Termination Event, Special Servicer Termination Event or Operating Advisor Termination Event delivered pursuant
to Section 7.1(b) or Section 3.26(j);


 


(xii)      any
summary of oral communications with the Rating Agency that are delivered to the 17g-5 Information Provider pursuant to Section
8.14(c); provided that the summary of such oral communications shall not attribute which Rating Agency the communication
was with;


 


(xiii)     notice
of any amendments to the Trust Loan Purchase Agreement;


 


(xiv)     any
amendment to this Agreement pursuant to Section 11.1;


 


(xv)      notice
of final payments on the Certificates;


 


(xvi)     notice
of any material modifications or amendments to the Mortgage Loan Documents;


 


(xvii)    notice
of any change to a Manager;


 


(xviii)   any
notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment of a replacement
Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate; and


 


(xix)      the
Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(f).


 






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The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website.
Information will be posted on the same Business Day of receipt provided that such information is received by 2:00 p.m.
(eastern time) or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. The 17g-5 Information Provider shall have
no obligation or duty to verify, confirm or otherwise determine whether the information being delivered is accurate, complete,
conforms to the transaction, or otherwise is or is not anything other than what it purports to be. In the event that any information
is delivered or posted in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website.
The Certificate Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual
knowledge of any information posted to the 17g-5 Information Provider’s Website to the extent such information was not produced
by the Certificate Administrator. Access will be provided by the 17g-5 Information Provider to (i) the NRSROs upon receipt of
an NRSRO Certification and (ii) the Depositor. If a Rating Agency requests access to the 17g-5 Information Provider’s Website,
access shall be granted by the 17g-5 Information Provider on the same Business Day, provided that such request is made
prior to 2:00 p.m. (eastern time) on such Business Day, or, if received after 2:00 p.m. (eastern time), on the following Business
Day. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to www.ctslink.com or 17g5informationprovider@
wellsfargo.com. In the event that any report, statement, document, file or other data to be delivered to the 17g-5 Information
Provider under this Agreement is too large in its electronic form to be delivered via e-mail, such report, statement, document,
file or other data may be uploaded to an alternate location provided by the 17g-5 Information Provider, and the party uploading
such report, statement, document, file or other data shall notify the 17g-5 Information Provider via e-mail that such report,
statement, document, file or other data has been so uploaded and is ready for posting to the 17g-5 Information Provider’s
Internet Website.


 


The
17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement
that such information was received and that it has been posted. The 17g-5 Information Provider shall provide a mechanism to promptly
notify each NRSRO that has signed-up for access to the 17g-5 Information Provider’s website in respect of the transaction
governed by this Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website and such
notice shall specifically identify such document in the subject line or otherwise in the body of the e-mail. The 17g-5 Information
Provider shall send such notice to such Person’s e-mail address provided by and used by such Person for the purpose of accessing
the 17g-5 Information Provider’s Website, including a general e-mail address if such general e-mail address has been provided
to the 17g-5 Information Provider in connection with a completed NRSRO Certification in the form of Exhibit M hereto. In connection
with providing access to the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website, the
17g-5 Information Provider may require registration and the acceptance of a disclaimer. The 17g-5 Information Provider shall not
be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representation or warranty
as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information.
The 17g-5 Information Provider shall not be liable for failing to make any information available to the Rating Agency or NRSROs
unless same was delivered to it at its e-mail address set forth above, with the proper subject heading. Assistance in using the
Certificate Administrator’s Website or the 17g-5 Information Provider can be obtained by calling (866) 846-4526.


 






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If
any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due
diligence services, as defined in Rule 17g-10 under the Exchange Act, such party may have provided with respect to the Mortgage
Loan (“Due Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E
to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider
shall post on the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence
Service Provider or from another party to this Agreement, promptly upon receipt thereof.


 


(c)       Each
of the Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise, any CREFC® reports and any additional information
relating to the Mortgage Loan, the Property or the Borrower, for review by the Depositor, the Initial Purchaser, the Trustee,
each Companion Loan Holder, the Certificate Administrator and any other Persons who deliver an Investor Certification or confidentiality
agreement in accordance with this Section 8.14(c), and the Rating Agency (only to the extent such additional information
was previously delivered to the 17g-5 Information Provider or is simultaneously delivered to the 17g-5 Information Provider in
accordance with the provisions of Section 8.14(b), who shall post such additional information on the 17g-5 Information
Provider’s Website in accordance with the provisions of Section 8.14(b)) (collectively, the “Disclosure
Parties”), in each case, except to the extent doing so is prohibited by this Agreement, applicable law or by the Mortgage
Loan Documents. Each of the Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information
and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information
(A) except for the Depositor, the Certificate Administrator and the Trustee, deliver an Investor Certification or enter into a
confidentiality agreement acceptable to the Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the
Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to
the extent access to such information is provided via the Servicer’s or the Special Servicer’s website, the Servicer
and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional
or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of
the information described in this Section 8.14(c) to current or prospective Certificateholders the form of confidentiality
agreement used by the Servicer or the Special Servicer, as applicable, shall be: (i) in the case of a Certificateholder, an Investor
Certification executed by the requesting Person indicating that such Person is a Holder of Certificates and will keep such information
confidential (except that such Certificateholder may provide such information (x) to its auditors, legal counsel and regulators
and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest therein (provided
that such other Person confirms in writing such ownership interest or prospective ownership interest and agrees to keep such information
confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests therein, an Investor Certification
indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information
for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential. In the case
of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the Investor Certification
shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.


 






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The
Special Servicer, subject to the limitations on delivery of Privileged Communications, shall deliver to the Operating Advisor
such reports and other information produced or otherwise available to the Directing Holder or Certificateholders generally, requested
by the Operating Advisor in support of the performance of its obligations under this Agreement in electronic format.


 


Neither
the Servicer nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement.
Neither the Servicer nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the
information delivered, produced or otherwise made available pursuant to this Section 8.14(c) unless such information was
produced by the Servicer or Special Servicer, as applicable.


 


The
Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor shall be permitted to orally
communicate with the Rating Agency; provided that such party summarizes the information provided to the Rating Agency in
such communication in writing and provides the 17g-5 Information Provider with such written summary in accordance with the procedures
set forth in Section 8.14(b) on the same day such communication takes place; provided that the summary of such oral
communications shall not be attributed to the Rating Agency the communication was with. The 17g-5 Information Provider shall post
such summary on the 17g-5 Information Provider’s website in accordance with the procedures set forth in Section 8.14(b).


 


None
of the foregoing restrictions in this Section 8.14 or otherwise in this Agreement shall prohibit or restrict oral or written
communications, or providing information, between the Servicer or the Special Servicer, on the one hand, and the Rating Agency
or NRSRO, on the other hand, with regard to (i) the Rating Agency’s or NRSRO’s review of the ratings it assigns to
the Servicer or the Special Servicer, as applicable, (ii) the Rating Agency’s or NRSRO’s approval of the Servicer
or the Special Servicer, as applicable, as a commercial mortgage master, special or primary servicer or (iii) the Rating Agency’s
or NRSRO’s evaluation of the Servicer’s or the Special Servicer’s, as applicable, servicing operations in general;
provided, that the Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates
or the Trust Loan to the Rating Agency or NRSRO in connection with such review and evaluation by the Rating Agency or NRSRO unless
(x) borrower, property and other deal specific identifiers are redacted, (y) such information has already been provided to the
17g-5 Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency
or NRSRO confirms in writing that it does not intend to use such information in undertaking credit rating surveillance with regard
to the Certificates.; provided, however, that the Rating Agency may use information delivered in reliance on the
certification in this clause (z) for any purpose to the extent it is publicly available (unless the availability results
from a breach of this Agreement or any other confidentiality agreement to which such Rating Agency is subject) or comprised of
information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information
provider’s website that they have access to) other than pursuant to this Section 8.14(c)


 


In
connection with the delivery by the Servicer or the Special Servicer to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5


 



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Information Provider’s Website, the 17g-5 Information Provider shall notify
the Servicer or the Special Servicer when such information, report, notice or document has been posted. The Servicer or the Special
Servicer, as applicable, may, but shall not be obligated to, send such information, report, notice or other document to the applicable
Rating Agency so long as such information, report, notice or document (i) was previously provided to the 17g-5 Information Provider
or (ii) is simultaneously provided to the 17g-5 Information Provider.


 


Each
of the Servicer and the Special Servicer (each, a “17g-5 Indemnifying Party”) hereby expressly agrees to indemnify
and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees, agents, Affiliates
and controlling persons, and the Trust Fund (each, a “17g-5 Indemnified Party”), from and against any and all
losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable
legal fees and expenses) to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange
Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees,
penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon
such 17g-5 Indemnifying Party’s breach of (i) any obligation relating to the provision of information to the Rating Agency
set forth in the first paragraph of Section 8.14(c) or (ii) any obligation set forth in the third, fourth and fifth paragraphs
of Section 8.14(c), and shall reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred
by such 17g-5 Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred.
The foregoing indemnity obligation shall be in addition to the indemnity obligation of any 17g-5 Indemnifying Party under Section
6.6 and shall not be construed as limiting such 17g-5 Indemnifying Party’s indemnity obligations under Section 6.6.


 


9.       Certain
Matters Relating to the Directing HOLDER


 


9.1.       Selection
and Removal of the Directing Certificateholder.


 


(a)       The
Directing Certificateholder shall be selected by the Majority Controlling Class Certificateholders, as determined by the Certificate
Registrar from time to time. Each Holder of the Certificates of the Controlling Class shall be entitled to vote in each election
of the Directing Certificateholder. Notwithstanding anything to the contrary herein, the (x) Directing Certificateholder cannot
be any Borrower Affiliate or the Manager or any of their servicers or respective agents or Affiliates and (y) for purposes of
determining the Majority Controlling Class Certificateholders and/or appointing the Directing Certificateholder, any Borrower
Affiliate, the Manager or any of their servicers or respective agents or Affiliates shall be deemed not to be a Certificateholder
and shall not be entitled to exercise such right. Notwithstanding anything to the contrary herein, each of the Trustee and the
Certificate Administrator may conclusively rely on any Investor Certification provided to it in connection with the foregoing
and may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.


 


(b)       The
identity of the initial Directing Certificateholder is set forth in the definition of “Directing Certificateholder”.
The Majority Controlling Class Certificateholders shall give written notice to the Trustee, the Certificate Administrator, the
Servicer and the


 



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Special Servicer of the appointment of any subsequent Directing Certificateholder (in order to receive notices
hereunder). Any Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the
Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates
of the Controlling Class, shall give written notice to the Trustee, the Certificate Administrator, the Servicer and the Special
Servicer of the appointment of a Directing Certificateholder (if any) (in order to receive notices hereunder) by such Controlling
Class Certificateholder for so long as such Controlling Class Certificateholder owns the largest aggregate Certificate Balance
of the Controlling Class and shall also state that such Directing Certificateholder is not a Borrower or Borrower Affiliate.


 


(c)        The
Directing Holder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders, and a copy
of the results of such vote shall be delivered to the Certificate Administrator, the Trustee, the Servicer and the Special Servicer.


 


(d)        Each
Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide its
name and address to the Certificate Administrator and the Trustee and to notify the Certificate Administrator and all the parties
hereto of the selection of a Directing Certificateholder or the resignation or removal thereof. Any Certificateholder or its designee
at any time appointed Directing Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to
notify the Certificate Administrator when such Certificateholder or its designee is appointed Directing Certificateholder and
when it is removed or resigns. Upon receipt of such notice, the Certificate Administrator shall notify the Trustee, the Special
Servicer and the Servicer of the identity of the Directing Certificateholder and any resignation or removal thereof. In addition,
upon the request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide the name
of the then-current Directing Certificateholder and a list of the Certificateholders (or Beneficial Owners, if applicable, at
the expense of the requesting party) of the Controlling Class to such requesting party. In addition, (i) any Holder owning more
than fifty percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed to have agreed by virtue
of its purchase of a Certificate to notify the Trustee and the Certificate Administrator when it no longer holds the majority
of the Controlling Class Certificates (by Certificate Balance), and (ii) each of the Holders of the Controlling Class Certificates
who collectively own more than fifty percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed
to have agreed by virtue of its purchase of a Certificate to notify the Trustee and the Certificate Administrator when it transfers
its Controlling Class Certificate (or its beneficial interest in the Controlling Class Certificates) and, as a result of such
transfer, such Holders who collectively appointed the Directing Certificateholder no longer collectively own more than the applicable
percentage of the Controlling Class Certificates (by Certificate Balance) set forth above, provided in no event with respect
to either clause (i) or (ii) shall any Controlling Class Certificateholder have any liability to any Person for
the failure to provide any such notices.


 


(e)        Once
a Directing Certificateholder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such selection
unless the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each other
Certificateholder of the Controlling Class, in writing, of the


 



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resignation of such Directing Certificateholder or the selection
of a new Directing Certificateholder.


 


(f)         If
at any time that PCSD PR CAP II Risk Private Limited or any successor Directing Certificateholder or Controlling Class Certificateholder(s)
is no longer the Holder (or Beneficial Owner) of at least a majority of the Controlling Class by Certificate Balance and the Certificate
Registrar has neither (i) received written notice of the then current Controlling Class Certificateholders of at least a majority
of the Controlling Class by Certificate Balance nor (ii) received written notice of a replacement Controlling Class Representative
pursuant to this Agreement, then a Control Shift Event shall be deemed to have occurred and shall be deemed to continue until
such time as the Certificate Administrator receives either such notice. Until it receives notice to the contrary, each party to
this Agreement shall be entitled to rely on the most recent notification with respect to the identity of the Certificateholders
of the Controlling Class and the Directing Holder.


 


(g)        The
Directing Certificateholder shall be responsible for its own expenses.


 


Notwithstanding
any other provision to this Agreement, in the event that no Directing Certificateholder has been appointed or identified to the
Servicer or the Special Servicer, as applicable, and the Servicer or Special Servicer, as applicable, has attempted to obtain
such information from the Certificate Administrator and no such entity has been identified to the Servicer or the Special Servicer,
as applicable, then the Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide notice to,
or seek the approval or consent of any such Directing Certificateholder as the case may be until such time as a Directing Certificateholder
meeting the definition thereof is so appointed or identified. Upon request, the Certificate Administrator shall provide such information
as is then in its possession to identify the Directing Certificateholder to the Servicer and the Special Servicer.


 


9.2.     Limitation
on Liability of Directing Holder; Acknowledgements of the Certificateholders.


 


Neither
the Controlling Class nor the Directing Certificateholder (nor, during the continuance of a Control Shift Event, the holder of
the Note A-2 or the “controlling class certificates” or any analogous concept for the Note A-2 Securitization) shall
have any 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 the Directing Holder and/or the Controlling
Class Certificateholders (or, during the continuance of a Control Shift Event, the holders of the “controlling class certificates”
or any analogous concept for the Note A-2 Securitization) (i) may have special relationships and interests that conflict with
those of Holders of one or more Classes of the Certificates, including owning securities backed by the Companion Loans or any
interest in the Companion Loans, (ii) may act solely in the interests of the Holders of the Controlling Class (or, during the
continuance of a Control Shift Event, the holders of the “controlling class certificates” or any analogous concept
for the Note A-2 Securitization), including the Directing Holder, (iii) does not have any duties or liability to the Holders of
any Class of Certificates, (iv) may take actions that


 



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favor the interests of one or more Classes of the Certificates, including
the Holders of the Controlling Class (or, during the continuance of a Control Shift Event, the holders of the “controlling
class certificates” or any analogous concept for the Note A-2 Securitization), over the interests of the Holders of one
or more other Classes of the Certificates, and (v) shall have no liability whatsoever to the Trust, any other party to this Agreement,
any Certificateholder or any other Person (including any Borrower Affiliate) for having so acted as set forth in clauses (i)
through (iv) above, and no Certificateholder may take any action whatsoever against the Directing Holder, the Controlling
Class Certificateholders (or, during the continuance of a Control Shift Event, the holders of the “controlling class certificates”
or any analogous concept for the Note A-2 Securitization) or any director, officer, employee, partner, member, shareholder, agent
or principal of the Directing Holder or the Controlling Class Certificateholders (or, during the continuance of a Control Shift
Event, the holders of the “controlling class certificates” or any analogous concept for the Note A-2 Securitization),
as applicable, as a result of the Directing Holder or the Controlling Class Certificateholders (or, during the continuance of
a Control Shift Event, the holders of the “controlling class certificates” or any analogous concept for the Note A-2
Securitization) having so acted.


 


9.3.       Rights
and Powers of the Directing Holder.


 


(a)        Notwithstanding
anything herein to the contrary, but subject to the next sentence, except as set forth in, and in any event subject to, Section
3.24(d), Section 9.3(b), Section 9.3(c) and the second (2nd) and third (3rd) paragraphs of this Section 9.3(a),
(i) the Servicer shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained the consent
of the Special Servicer, which consent will be deemed given if the Special Servicer does not object within fifteen (15) Business
Days (after delivery of a written recommendation and analysis to the Special Servicer and information reasonably requested by
the Special Servicer) unless such actions are part of an Asset Status Report approved by the Directing Holder under Section
3.10(i) or is otherwise implemented by the Special Servicer in accordance with the terms of this Agreement and (ii) prior
to the occurrence and continuance of a Mortgage Loan Control Event, the Special Servicer shall not be permitted to (A) consent
to the Servicer’s taking any of the actions constituting a Major Decision, or (B) itself take any of the actions constituting
a Major Decision, but subject to Section 3.10(i) if, in either case, the Directing Holder has objected to the action in
writing within ten (10) Business Days after receipt of a written report by the Special Servicer describing in reasonable detail
(i) the background and circumstances requiring action of the Special Servicer, (ii) the proposed course of action recommended,
and (iii) any direct or indirect conflict of interest in the action (the “Major Decision Reporting Package”)
(provided that if such written objection has not been received by the Special Servicer within such ten (10) Business Day
period, then the Directing Holder shall be deemed to have approved such action). In the event that the Special Servicer or Servicer,
as applicable, determines that immediate action, with respect to a Major Decision, or any other matter requiring consent of the
Directing Holder prior to the occurrence and continuance of a Mortgage Loan Control Event under this Agreement (or consultation
with the Directing Holder after the occurrence and during the continuance of a Mortgage Loan Control Event, but prior to the occurrence
of a Mortgage Loan Consultation Termination Event), is necessary to protect the interests of the Certificateholders, the Special
Servicer or Servicer, as the case may be, may take any such action without waiting for the Directing Holder’s response (or
without such consultation) so long as the Servicer or the Special Servicer, as applicable, has made a


 



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reasonable effort to contact
the Directing Holder to inform it of such need. The Special Servicer is not required to obtain the consent of the Directing Holder
for any Major Decision upon the occurrence and during the continuance of a Mortgage Loan Control Event; provided, however,
that after the occurrence and during the continuance of a Mortgage Loan Control Event but prior to the occurrence of a Mortgage
Loan Consultation Termination Event, the Special Servicer shall not be required to obtain the consent of the Directing Holder
but shall consult with the Directing Holder in connection with any Major Decision (and such other matters that are subject to
consent, approval, direction or consultation rights of the Directing Holder hereunder) and to consider alternative actions recommended
by the Directing Holder in respect of such matters. With respect to any action requiring the Directing Holder’s consent,
if the Directing Holder does not respond to a request for its consent within ten (10) Business Days (or such other length of time
as specified in this Agreement with respect to any particular action requiring consent), such consent will be deemed to have been
given. In the event that no Directing Holder has been appointed or identified to the Servicer or the Special Servicer, as applicable,
and the Servicer or Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then until such time as the new
Directing Holder is identified, the Servicer or the Special Servicer, as applicable, shall have no duty to consult with, provide
notice to, or seek the approval or consent of any such Directing Holder as the case may be. The Servicer or Special Servicer may
request the Certificate Administrator to identify the current Directing Certificateholder, if any.


 


In
addition, for so long as no Mortgage Loan Control Event has occurred and is continuing, but subject to the second sentence of
the preceding paragraph, Section 9.3(b), Section 9.3(c) and the immediately following paragraph, the Directing Holder
may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to the Trust Loan as the Directing
Holder may reasonably deem advisable.


 


Notwithstanding
anything to the contrary contained herein, if the Special Servicer or Servicer, as applicable, determines that a refusal to consent
by the Directing Holder or any objection, consultation or direction or advice from the Directing Holder, the Controlling Class
Certificateholders or any other Person would (A) otherwise require or cause the Special Servicer or Servicer, as applicable, to
violate the terms of the Mortgage Loan Documents and the Co-Lender Agreement, applicable law, provisions of the Code resulting
in an Adverse REMIC Event or this Agreement, (including without limitation, actions inconsistent with Accepted Servicing Practices),
(B) expose any Certificateholder, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Trust or their respective Affiliates, officers, directors or agent to any claim, suit or liability, (C) result
in the imposition of a tax upon the Trust (other than a tax on “net income from foreclosure property”) or loss of
REMIC status or (D) materially expand the scope of the Special Servicer’s, the Servicer’s, the Operating Advisor’s,
the Trustee’s or the Certificate Administrator’s responsibilities hereunder, then the Special Servicer or Servicer,
as applicable, shall disregard such refusal to consent, direction or advice and notify the Directing Holder, the Trustee, the
Certificate Administrator and the 17g-5 Information Provider of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Servicer or Special Servicer in accordance
with the direction of or approval of the Directing Holder that does not violate the Mortgage Loan Documents, the Co-Lender Agreement,
this Agreement, any


 



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applicable law, provisions of the Code resulting in an Adverse REMIC Event or Accepted Servicing Practices
or any other provisions of this Agreement, shall not result in any liability on the part of the Servicer or the Special Servicer.


 


(b)       Notwithstanding
anything to the contrary contained herein (i) after the occurrence and during the continuance of a Mortgage Loan Control Event,
the Directing Holder shall have no right to consent to or direct any action taken or not taken by any party to this Agreement;
(ii) after the occurrence and during the continuance of a Mortgage Loan Control Event but so long as no Mortgage Loan Consultation
Termination Event is continuing, the Directing Holder shall remain entitled to receive any notices, reports or information to
which it is entitled pursuant to this Agreement, and the Servicer, Special Servicer and any other applicable party shall consult
with the Directing Holder in connection with any action to be taken or refrained from taking to the extent set forth herein; and
(iii) during the continuance of a Mortgage Loan Consultation Termination Event, the Directing Holder shall have no direction,
consultation or consent rights hereunder and no right to receive any notices, reports or information (other than notices, reports
or information required to be delivered to all Certificateholders) or any other rights as Directing Holder, and the Controlling
Class will not be entitled to appoint a Directing Holder; provided that the Directing Holder (if and to the extent that
it is a Certificateholder) and a holder of a Controlling Class Certificate will maintain the right to exercise its Voting Rights
for the same purposes as any other Certificateholder under this Agreement. No Borrower Affiliate may be appointed as or act as
the Directing Holder.


 


If
a Trust Loan Control Event no longer exists, then the Directing Certificateholder shall regain all the consent and direction rights
of the Directing Certificateholder set forth in this Agreement and the Controlling Class will regain the right to appoint a Directing
Certificateholder.


 


The
Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously upon providing such
Major Decision Reporting Package to the Directing Holder. With respect to any particular Major Decision and related Major Decision
Reporting Package and any Asset Status Report, the Special Servicer shall make available to the Operating Advisor servicing officers
with relevant knowledge regarding the Mortgage Loan and such Major Decision, Major Decision Reporting Package and/or Asset Status
Report in order to address reasonable questions that the Operating Advisor may have relating to, among other things, such Major
Decision and/or Asset Status Report and potential conflicts of interest and compensation with respect to such Major Decision,
Major Decision Reporting Package and/or Asset Status Report.


 


In
addition, after the occurrence and during the continuance of an Operating Advisor Consultation Event, the Special Servicer shall
consult with the Operating Advisor (telephonically or electronically) in connection with any proposed Major Decision for which
the Special Servicer has delivered to the Operating Advisor a Major Decision Reporting Package and consider alternative actions
recommended by the Operating Advisor, in respect thereof, provided that such consultation is on a non-binding basis. In
the event that the Special Servicer receives no response from the Operating Advisor within ten (10) Business Days following the
later of (i) its written request for input (which such request shall include a Major Decision Reporting Package when made) on
any required consultation and (ii) delivery of all such


 



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additional information reasonably requested by the Operating Advisor related
to the subject matter of such consultation, the Special Servicer shall not be obligated to consult with the Operating Advisor
on the specific matter; provided, however, that the failure of the Operating Advisor to respond on any specific
matters shall not relieve the Special Servicer from its obligation to consult with the Operating Advisor on any future matter
with respect to the Mortgage Loan.


 


In
connection with the Directing Holder’s right to consent or consult and the Operating Advisor’s right to consult with
respect to a Major Decision, as applicable, if the Special Servicer determines that action is necessary to protect the Property
or the interests of the Certificateholders from potential harm if such action is not taken, or if a failure to take any such action
at such time would be inconsistent with Accepted Servicing Practices, the Special Servicer may take actions with respect to the
Property before the expiration of the applicable period for the Operating Advisor or the Directing Holder to respond as described
in this section, if the Special Servicer reasonably determines in accordance with Accepted Servicing Practices that failure to
take such actions before the expiration of such period would materially adversely affect the interest of the Certificateholders,
and the Special Servicer has made a reasonable effort to contact the Operating Advisor or the Directing Holder, as applicable.


 


After
the occurrence and during the continuance of a Mortgage Loan Consultation Termination Event, the Directing Holder shall have no
consultation or consent rights hereunder and shall have no right to receive any notices, reports or information (other than notices,
reports or information required to be delivered to all Certificateholders) or any other rights as Directing Holder. However, the
Directing Holder shall maintain the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


 


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


 


(d)       The
Certificate Administrator shall, within five (5) Business Days after its determination that such Trust Loan Control Event or Trust
Loan Consultation Termination Event has occurred or ceased to exist or to the extent it has received written notice that such
Mortgage Loan Control Event or Mortgage Loan Consultation Termination Event has occurred or ceased to exist, post a “special
notice” of such occurrence or cessation of a Trust Loan Consultation Termination Event, a Trust Loan Control Event, a Mortgage
Loan Consultation Termination Event, a Mortgage Loan Control Event or an Operating Advisor Consultation Event on the Certificate
Administrator’s Website. The Certificate Administrator shall notify the Operating Advisor, the Servicer and the Special
Servicer within five (5) Business Days after its determination that a Trust Loan Control Event or Trust Loan Consultation Termination
Event has occurred or ceased to exist or to the extent it has received written notice that a Mortgage


 



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Loan Control Event or Mortgage
Loan Consultation Termination Event has occurred or ceased to exist.


 


(e)        For
so long as no Mortgage Loan Consultation Termination Event has occurred and is continuing, the Special Servicer shall provide
notice to the Directing Holder of any annual meeting with the Borrower and the Manager pursuant to the Mortgage Loan Documents,
consult with the Directing Holder regarding an agenda for such meeting, and invite the Directing Holder to attend such meeting
(which invitation the Directing Holder may accept or decline in its discretion). The Special Servicer shall provide advance notice
to the Borrower and the Manager that the Directing Holder has no authority to act on behalf of the holder of the Trust Loan.


 


(f)         For
so long as no Mortgage Loan Consultation Termination Event has occurred, the Special Servicer shall provide notice to the Directing
Holder of any material notices that the Special Servicer has received under or related to any franchise agreement, management
agreement, comfort letter, subordination, non-disturbance and attornment agreement, recognition agreement or similar agreement
and the Special Servicer is required to consult with the Directing Holder with respect to the contents of such notices.


 


9.4.     Directing
Holder Contact with Servicer and Special Servicer.


 


Upon
reasonable request, each of the Servicer and the Special Servicer shall, without charge, make a Servicing Officer available to
answer questions from the Directing Holder (prior to the occurrence and continuance of a Mortgage Loan Control Event) regarding
the performance and servicing of the Trust Loan (or, in the case of the Special Servicer, the Special Servicer’s operational
activities on a platform level basis related to the servicing of the Trust Loan after a Special Servicing Loan Event and the servicing
of any Foreclosed Property) for which the Servicer or the Special Servicer, as the case may be, is responsible.


 


Notwithstanding
any provision of this Agreement to the contrary, the failure of the Servicer or the Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement if the Servicer
or the Special Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent with Accepted Servicing
Practices, that such disclosure would constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust
Fund or otherwise materially harm the Trust or the Trust Fund.


 


10.       TERMINATION


 


10.1.     Termination. (a)
The respective obligations and responsibilities of the Servicer, the Special Servicer, the Operating Advisor, the Depositor, the
Certificate Administrator and the Trustee created hereby (other than the obligation to make certain payments to the Companion
Loan Holders, other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after
the final Distribution Date to the extent set forth in this Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own


 



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books and records, and the indemnification rights and obligations of the parties hereto)
shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant
to this Article 10 following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests
or (ii) the liquidation of the Trust Loan (including, without limitation, the sale of the Trust Loan pursuant to this Agreement)
or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided, however,
that in no event shall the Trust continue beyond the expiration of twenty-one (21) years from the death of the last survivor of
the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s, living on the date
hereof.


 


(b)       On
the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a Person other than
the Certificateholders, shall be applied generally as described in Section 4.1.


 


(c)        Notice
of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution Date)
upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment of
the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders
mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment of the Certificates shall be
made upon presentation and surrender of Certificates at the office or agency of the Certificate Administrator therein designated,
(B) the amount of any such final payment and (C) that the Record Date otherwise applicable to such Distribution Date is not applicable,
payments being made only upon presentation and surrender of the Certificates at the office or agency of the Certificate Administrator
therein specified.


 


10.2.     Additional
Termination Requirements. In connection with any termination pursuant to Section 10.1 other than final payment
on the Trust Loan, the Trust Fund shall be terminated in accordance with the following additional requirements, unless the Certificate
Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of terminating either the
Lower-Tier REMIC or the Upper-Tier REMIC will not subject the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC to federal
income tax:


 


(i)         Within
eighty-nine (89) days prior to the final Distribution Date, the Certificate Administrator shall designate the first day of the
90-day liquidation period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from the Certificate
Administrator to the Certificateholders as soon as practicable prior to such final Distribution Date, and shall specify such date
in the final tax return of each such Trust REMIC;


 


(ii)        At
or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution Date, the
Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust Fund;
and


 


(iii)       At
or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited to
the Trust Fund, the Certificate


 



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Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC to be
distributed to the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the Class
R Certificates (in respect of the Class LT-R Interest) in accordance with Section 4.1(b) and (B) as part of the Upper-Tier
REMIC to be distributed to the Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R
Interest) in accordance with Section (a) and Section 4.1(g).


 


10.3.     Trusts
Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


11.       MISCELLANEOUS
PROVISIONS


 


11.1.     Amendment. (a)
This Agreement may be amended from time to time by the parties hereto, without the consent of any of the Certificateholders or
the Companion Loan Holders:


 


(i)         to
correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest error in any provision of this Agreement;


 


(ii)        to
cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the Offering
Circular with respect to the Certificates, the Trust or this Agreement or to correct or supplement any of the provisions of this
Agreement which may be inconsistent with any other provisions in this Agreement or to correct any error; provided that
such amendment or supplement would not adversely affect in any material respect the interests of the Companion Loan Holders not
consenting thereto, as evidenced by (x) an Opinion of Counsel or (y) if any securities backed by any Companion Loan is then rated,
receipt of a Rating Agency Confirmation;


 


(iii)       to
change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property Account,
provided that (A) the Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder or the Companion
Loan Holders not consenting thereto, as evidenced by (1) an Opinion of Counsel (at the expense of the party requesting the amendment
or at the expense of the Trust if the requesting party is the Trustee or the Certificate Administrator) or (2) if the related
Class of Certificates or Companion Loan Securities is rated by the Rating Agency or a Companion Loan Rating Agency, as applicable,
Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, is obtained;


 


(iv)       to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of either the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Lower-Tier REMIC, the Upper-Tier REMIC or the Grantor Trust that
would be a claim against the Lower-Tier REMIC, the Upper-Tier REMIC or the Grantor Trust; provided


 



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 that the Trustee and
the Certificate Administrator received an Opinion of Counsel (at the expense of the party requesting the amendment or if the requesting
party is the Certificate Administrator or the Trustee, at the expense of the Trust) to the effect that (1) the action is necessary
or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and (2) the action
will not adversely affect in any material respect the interests of any holder of the Certificates or the Companion Loan Holders
or (B) to the extent necessary for the Trust or any Other Securitization Trust to comply with the Investment Company Act of 1940,
as amended, the Trust Indenture Act of 1939, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions
and/or interpretations;


 


(v)        to
modify, eliminate or add to any of its provisions to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates; provided that the Depositor has determined that the amendment will not give rise to any tax
with respect to the transfer of the Class R Certificates to a non-Permitted Transferee; provided, further, that
the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)       to
make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or the Companion
Loan Holders not consenting thereto, as evidenced by an Opinion of Counsel or a Rating Agency Confirmation from the Rating Agency;
provided, further, prior to the occurrence of a Mortgage Loan Consultation Termination Event, any amendment pursuant to
this clause (vi) that would adversely affect the rights of the Directing Holder or the Controlling Class Certificateholders
(or, during the continuance of a Control Shift Event, the holders of the “controlling class certificates” or any analogous
concept for the Note A-2 Securitization) shall be subject to the consent of such affected party or parties;


 


(vii)      to
amend or supplement any provision of this Agreement to the extent necessary to maintain the then-current ratings assigned to each
Class of Certificates by the Rating Agency, as evidenced by Rating Agency Confirmation; provided, that such amendment or
supplement pursuant to this clause (vii) would not adversely affect in any material respect the interests of any Certificateholder
or Companion Loan Holders not consenting thereto, as evidenced by an Opinion of Counsel;


 


(viii)     to
modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the Depositor, the Servicer,
the Certificate Administrator 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 cause the Upper-Tier
REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust as a “grantor trust”, as evidenced
by an Opinion of Counsel, and (C) Rating Agency Confirmation is obtained; provided, that prior to the occurrence of a Mortgage
Loan Consultation Termination Event, any amendment pursuant to this clause (viii) that would adversely affect the rights
of the Directing Holder or the Controlling Class Certificateholders (or, during the continuance of a Control Shift Event, the
holders of the “controlling class certificates” or 


 



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any analogous concept for the Note A-2 Securitization) will be
subject to the consent of such affected party or parties;


 


(ix)       to
modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment does not materially increase the responsibilities of any of the Servicer, the Special Servicer, the Certificate Administrator,
the 17g-5 Information Provider, the Operating Advisor or the Trustee, unless such party consents thereto; provided, further
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders or the Companion
Loan Holders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate or Companion Loan Securities is then rated,
receipt of Rating Agency Confirmation from the Rating Agency;


 


(x)        to
modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules, Regulation RR or any other regulations
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal; provided
that no such modification, elimination or addition may change in any manner the rights or obligations of the Third-Party Purchaser
under this Agreement or the related risk retention agreement without the consent of the Third-Party Purchaser; and


 


(xi)       to
modify, eliminate or add to any of the provisions of this Agreement to such extent as will be necessary for any Other Securitization
Trust to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv).


 


No
other amendment to the Trust and Servicing Agreement may be made without the consent of the Companion Loan Holders if such amendment
materially adversely affects the rights of the Companion Loan Holders under this Agreement.


 


Notwithstanding
the foregoing, no such amendment may change in any manner any defined term used in any Trust Loan Purchase Agreement or the obligations
of the Trust Loan Seller under the Trust Loan Purchase Agreement or otherwise or change any rights of the Trust Loan Seller as
a third party beneficiary hereunder, without the consent of the Trust Loan Seller.


 


(b)       Subject
to the rights of the Companion Loan Holder to consent to certain amendments to this Agreement under Section 11.1(a), this
Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less than
51% of the Percentage Interests of each Class of Certificates adversely affected thereby (as evidenced by an Opinion of Counsel)
for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or
of modifying in any manner the rights of the Holders of the Certificates; provided, however, that no such amendment
shall (i) reduce in any manner the amount of, or delay the timing of, payments received on the Trust Loan that are required to
be distributed on


 



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any Certificate; (ii) alter in any manner the liens on any Collateral securing payments on the Trust Loan; (iii)
alter the obligations of the Servicer, or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth herein;
(iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to consent to any
action or inaction under this Agreement; (v) change in any manner any defined term used in the Trust Loan Purchase Agreement or
the obligations of the Trust Loan Seller under the Trust Loan Purchase Agreement or otherwise or change any rights of the Trust
Loan Seller as third party beneficiaries hereunder, without the consent of the Trust Loan Seller or (vi) amend this Section
11.1.


 


It
shall not be necessary for the consent of Certificateholders under this Section 11.1 to approve the particular form of
any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable
regulations as the Certificate Administrator may prescribe.


 


Notwithstanding
any contrary provisions of this Agreement, (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment
to this Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized
or permitted hereunder and all conditions to such amendment have been satisfied and (ii) no amendment shall be made to this Agreement
without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the
party requesting the amendment, that the amendment will not result in an Adverse REMIC Event.


 


Notwithstanding
any contrary provision contained in this Agreement, no amendment to this Agreement may be made that changes in any manner the
rights and/or obligations of the Trust Loan Seller under this Agreement or under the Trust Loan Purchase Agreement without the
consent of the Trust Loan Seller, or the rights of the Initial Purchaser hereunder without the written consent of the Initial
Purchaser, and each of the Trustee or Certificate Administrator may, but will not be obligated to, enter into any amendment to
this Agreement that it determines affects its respective rights, duties or immunities or creates any additional liability for
the Trustee or Certificate Administrator, as applicable, under this Agreement.


 


(c)       Promptly
after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to the Certificate
Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a copy of the same
on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and thereafter, the Certificate Administrator
shall furnish written notification of the substance of such amendment to each Certificateholder, the Trustee, the Depositor, the
Servicer, the Special Servicer, the Initial Purchaser and the Rating Agency.


 


(d)       In
the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 11.1 shall
be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or Special Servicer, as applicable,
and, to the extent required by this Section 11.1, the required Certificateholders, Companion Loan Holders, Trust Loan Seller
and/or Initial Purchaser, as applicable.


 






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(e)        The
costs and expenses associated with any such amendment, including without limitation, Opinions of Counsel and Rating Agency Confirmations,
shall be borne by the party requesting such amendment or as otherwise provided in Section 11.1(a) (or, if such amendment
is required by any of the Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator
(which do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the Certificate Administrator),
then at the expense of the Depositor and, if neither the Depositor nor any successor thereto is in existence, the Trust Fund).


 


11.2.     Recordation
of Agreement; Counterparts. (a) This Agreement or an abstract hereof, if acceptable by the applicable recording office,
is subject to recordation in all appropriate public offices for real property records in the county in which the Property subject
to the Mortgage is situated, and in any other appropriate public recording office or elsewhere, such recordation to be effected
by the Trustee or the Certificate Administrator as a Trust Fund Expense upon its receipt of an Opinion of Counsel to the effect
that such recordation materially and beneficially affects the interests of the Certificateholders of the Trust.


 


(b)       For
the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement may be
executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and such
counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


11.3.     Governing
Law; Waiver of Trial by Jury; Submission to Jurisdiction. THIS AGREEMENT AND
Any claim, controversy or dispute arising under or related to this AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT,
AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF.
THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY
TO THIS AGREEMENT.


 


THE
PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM,
WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 


EACH
OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL
COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT


 



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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.


 


11.4.       Notices. All
demands, notices and communications hereunder shall be in writing, shall be deemed to have been given upon receipt (except that
notices to Holders of any Class of Certificates held in registered, definitive form shall be deemed to have been given upon being
sent by first class mail, postage prepaid) as follows:


 


If
to the Trustee, to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – JPMCC 2020-LOOP


 


with
a copy to:


 


Fax
Number: (410) 715-2380

E Mail: cts.cmbs.bond.admin@wellsfargo.com, and to

trustadministrationgroup@wellsfargo.com, except as otherwise set forth

herein


 


If
to the Certificate Administrator, to:



Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – JPMCC 2020-LOOP


 


with
a copy to:



Facsimile: (410) 715-2380

E-mail: trustadministrationgroup@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


 






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or
in the case of surrender, transfer or exchange for all Certificates other than the Risk Retention Certificates:



Wells Fargo Bank, N.A.

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services – CTS – JPMCC 2020-LOOP


 


or
in the case of a request for release of the Risk Retention Certificates and any transfer of the Risk Retention Certificates during
the Risk Restriction Period to:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) — JPMCC 2020-LOOP


 


with
a copy to:



E-mail: riskretentioncustody@wellsfargo.com


 


or
in the case of the Custodian, to:


 


Wells
Fargo Bank, National Association

1055 10th Avenue, Southeast 


Minneapolis,
Minnesota 55414

Attention: CTS – Document Custody Group JPMCC 2020-LOOP


 


with
a copy to:


 


E-mail:
cmbscustody@wellsfargo.com


 


If
to the Depositor, to:



J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: Kunal K. Singh

E-mail: US_CMBS_Notice@jpmorgan.com


 


with
a copy to:



J.P. Morgan Chase Commercial Mortgage Securities Corp. 


4
New York Plaza, 21st Floor 


New
York, New York 10004 


Attention:
SPG Legal


 






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Email:
US_CMBS_Notice@jpmorgan.com


 


If
to the Servicer, to:



KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: michael_a_tilden@keybank.com


 


with
a copy to:


 


               Polsinelli 


900
West 48th Place, Suite 900 


Kansas
City, MO 64112 


Attention:
Kraig Kohring 


Email:
kkohring@polsinelli.com


 


If
to the Special Servicer, to:



Situs Holdings, LLC

101 Montgomery Street, Suite 2250

San Francisco, California 94104

Attention: Stacey Ciarlanti

E-mail: staceyciarlanti@situsamc.com


 


with
a copy to:



Situs Group, LLC

5065 Westheimer, Suite 700E

Houston, Texas 77056

Attention: Legal Department

E-mail: legal@situsamc.com


 


If
to JPMS, as an Initial Purchaser, to:



J.P. Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179

Attention: SPG Syndicate

E-mail: ABS_Synd@jpmorgan.com


 


with
a copy to:



J.P. Morgan Securities LLC 


4
New York Plaza, 21st Floor


 






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New
York, New York 10004 


Attention:
SPG Legal 


Email:
US_CMBS_Notice@jpmorgan.com


 


If
to the Operating Advisor, to:



Park Bridge Lender Services LLC 


600
Third Avenue, 40th Floor

New York, New York 10016

Attention: JPMCC 2020-LOOP – Surveillance Manager


 


with
a copy sent contemporaneously to:



cmbs.notices@parkbridgefinancial.com


 


If
to any Certificateholder, to:



the address set forth in the Certificate Register


 


If
to the Borrower: at the address set forth in the Mortgage Loan Agreement


 


In
the case of any Companion Loan Holder:



The address set forth in the related Co-Lender Agreement.


 


or,
in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other
parties hereto.


 


11.5.       Notices
to the Rating Agency. Any notices or documents required to be delivered to the Rating Agency under this Agreement and
any other information regarding the Trust Fund as may be reasonably requested by the Rating Agency from any party hereto to the
extent such party has or can obtain such information without unreasonable effort or expense shall be delivered to the Rating Agency
at the addresses set forth below; provided, however, that such other information shall be provided to the 17g-5
Information Provider in accordance with the procedures set forth in Section 8.14(b); provided, further, that
responses, information, reports and communications with respect to any Rating Agency Inquiry conducted or submitted on the Rating
Agency Q&A Forum and Document Request Tool shall not be required to be delivered to the 17g-5 Information Provider. The 17g-5
Information Provider shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing, the
failure to deliver such notices or copies shall not constitute a Servicer Termination Event or Special Servicer Termination Event,
as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agency required hereunder shall be in writing.


 


Any
notices to the Rating Agency shall be sent to the following address:



Moody’s Investors Service, Inc.

7 World Trade Center


 






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New York, New York 10007

Attention: Managing Director – Corporate Mortgage-Backed Securities

Facsimile number: (212) 553-0300

E-mail: CMBSSurveillance@moodys.com


 


11.6.       Severability
of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall be for any
reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions or terms
shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in no way
affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of the Holders
thereof.


 


11.7.       Limitation
on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to terminate this
Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representative or heirs to claim an accounting or
to take any action or to commence any proceeding in any court for a petition or winding up of the Trust Fund, or otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.


 


No
Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right to vote (except as provided herein)
or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor
shall anything herein set forth or contained in the terms of the Certificates be construed so as to constitute the Certificateholders
from time to time as partners or members of an association; nor shall any Certificateholders be under any liability to any third
party by reason of any action by the parties to this Agreement pursuant to any provision hereof.


 


No
Certificateholder, solely by virtue of its status as a Certificateholder, shall have any right by virtue or by availing itself
of any provisions of this Agreement or the Certificates to institute any suit, action or proceeding in equity or at law upon or
under or with respect to this Agreement or the Certificates, unless such Holder previously shall have given to the Trustee a written
notice of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and of the continuance thereof,
as herein before provided, and unless the Holders of Certificates aggregating not less than 50% of the Voting Rights of the Certificates
shall also have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses, and liabilities
to be incurred therein or thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or proceeding; it being understood and intended, and being
expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of
this Agreement or the Certificates to affect, disturb or prejudice the rights of the Holders of any other of the Certificates,
or to obtain or seek to obtain priority over or preference to any other such Holder except as provided herein or therein with
respect to entitlement to payments or to enforce any right under this Agreement or the Certificates, except in the manner herein
provided and for the common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section,
each and every Certificateholder and the Trustee


 



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shall be entitled to such relief as can be given either at law or in equity.
By virtue of its purchase of a certificate, each Certificateholder will be deemed to have acknowledged that it will make its own
decisions regarding its rights and protections relevant to the Trust and will not be relying on the Trustee or any other deal
party.


 


11.8.     Certificates
Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for obligations of the Trust Fund,
that the interests in the Trust Fund represented by the Certificates shall be nonassessable for any reason whatsoever, and the
Certificates, upon due authentication thereof by the Certificate Administrator pursuant to this Agreement, are and shall be deemed
fully paid.


 


11.9.     Reproduction
of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents, waivers
and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial statements,
certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic, microfilm,
micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in evidence.


 


11.10.   No
Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between the
parties hereto.


 


11.11.   Actions
of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided
by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise
expressly provided, such action shall become effective when such instrument or instruments are delivered to the Certificate Administrator
and, where required, to the Depositor, the Trustee, the Servicer, the Special Servicer or the Operating Advisor. Proof of execution
of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive
in favor of the Certificate Administrator, the Trustee, the Depositor, the Servicer, the Special Servicer and the Operating Advisor
if made in the manner provided in this Section.


 


(b)       The
fact and date of the execution of any Certificateholder of any such instrument or writing may be proved in any reasonable manner
which the Certificate Administrator deems sufficient.


 


(c)       Any
request, demand, authorization, direction, notice, consent, waiver, or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Servicer, the Special
Servicer or the Operating Advisor in reliance thereon, whether or not notation of such action is made upon such Certificate.


 






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(d)       The
Certificate Administrator may require additional proof of any matter referred to in this Section as it shall deem reasonably necessary.


 


11.12.   Successors
and Assigns. The rights and obligations of any party hereto shall not be assigned (except pursuant to Sections 6.2,
6.4, 8.7 or 8.9 hereof) by such party without the prior written consent of the other parties hereto. This
Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator and the Trustee and their respective permitted successors and assigns. No Person other than a party
to this Agreement, the Initial Purchaser and any Certificateholder shall have any rights with respect to the enforcement of any
of the rights or obligations hereunder. Without limiting the foregoing, the parties to this Agreement specifically agree that
(i) the Trust Loan Seller shall be a third-party beneficiary of this Agreement with respect to any provisions relating to the
Trust Loan Seller, (ii) unless it is a Borrower Affiliate, each Companion Loan Holder shall be a third-party beneficiary of this
Agreement with respect to the rights afforded it under this Agreement, (iii) each Other Depositor and Other Exchange Act Reporting
Party shall be third-party beneficiary of this Agreement with respect to its rights under Article 12, and (iv) none of
the Borrower Affiliates, the Manager or other party to the Mortgage Loan is an intended third-party beneficiary of this Agreement.


 


11.13.   Acceptance
by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment as Authenticating
Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each such capacity pursuant
to the terms of this Agreement.


 


11.14.   Streit
Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k or Article 4-A of
the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those conferred or
imposed by this Agreement; provided, however, that to the extent that such Section 126 and/or 130-k shall not have
any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply to this Agreement or
be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall cease to have any further effect
upon the provisions of this Agreement. In a case of a conflict between the provisions of this Agreement and any mandatory provisions
of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article 4-A shall prevail, provided
that if said Article 4-A shall not apply to this Agreement, should at any time be repealed, or cease to apply to this Agreement
or be construed by judicial decision to be inapplicable, such mandatory provisions of such Article 4-A shall cease to have any
further effect upon the provisions of this Agreement.


 


11.15.   Assumption
by Trust of Duties and Obligations of the Trust Loan Seller Under the Mortgage Loan Documents. The Trustee and the Certificate
Administrator on behalf of the Trust as assignee of the Trust Loan and the Servicer and Special Servicer hereby acknowledge that
the Trust assumes all of the rights and obligations of the Trust Loan Seller as lender under the Mortgage Loan Documents and agrees
to be bound thereby, and in accordance with the terms thereof.


 


11.16. Grant
of a Security Interest.


 






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The
Depositor intends that the conveyance of the Depositor’s right, title and interest in and to the Trust Loan pursuant to
this Agreement shall constitute a sale and not a pledge of security for a loan. If such conveyance is deemed to be a pledge of
security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established
pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) the Depositor shall be
deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor’s entire right,
title and interest in and to the assets comprising the Trust Fund, including without limitation, the Trust Loan, all principal
and interest received or receivable with respect to the Trust Loan (other than payments of interest due and payable prior to the
Closing Date and principal payments received prior to the Closing Date), all amounts held from time to time in the Collection
Account (subject to the rights of the Companion Loan Holders with respect to any amounts that are required to be distributed to
the Companion Loans pursuant to the Co-Lender Agreement), the Distribution Account, and, if established, the Foreclosed Property
Account, and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to the
proceeds of any title, hazard or other insurance policies related to the Trust Loan and (ii) this Agreement shall constitute a
security agreement under applicable law. This Section 11.16 shall constitute notice to the Trustee pursuant to any of the
requirements of the applicable UCC.


 


11.17.   Cooperation
with the Trust Loan Seller with Respect to Rights Under the Mortgage Loan Agreement. It is expressly agreed and understood
that, notwithstanding the assignment of the Mortgage Loan Documents, it is expressly intended that the Trust Loan Seller and the
Depositor be able to obtain the benefit of the Securitization Cooperation Provisions and the Securitization Indemnification Agreement
shall be retained by the Trust Loan Seller and shall not be part of the Trust Fund. Therefore, the Depositor and Trustee hereby
agree to cooperate with the Trust Loan Seller and the Depositor with respect to the benefits of the Securitization Cooperation
Provisions and the Securitization Indemnification Agreement, including, without limitation, reassignment to the Trust Loan Seller
or the Depositor, as applicable, of such provisions, but no other portion of the Mortgage Loan Documents, to permit the Trust
Loan Seller, the Depositor and their affiliates to enforce the Securitization Cooperation Provisions and the Securitization Indemnification
Agreement for their respective benefits.


 


12.       REMIC
ADMINISTRATION


 


12.1.     REMIC
Administration. (a) The parties intend that each of the Lower-Tier REMIC and the Upper-Tier REMIC shall constitute, and
that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify it as, a REMIC,
and the provisions hereof shall be interpreted consistently with this intention.


 


(b)       The
Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC to treat the segregated pool of assets constituting such Trust REMIC as a REMIC under the Code. Each such election shall
be made on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day of
the calendar year in which the Certificates are issued.


 


(c)       The
Closing Date is hereby designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier REMIC
within the meaning of Section 860G(a)(9) of the


 



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Code. The “latest possible maturity date” of the Regular Certificates
and the Uncertificated Lower-Tier Interests for the purposes of Section 860G(a)(1) of the Code is the Rated Final Distribution
Date.


 


(d)       The
Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the Trustee shall
timely sign) and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC, an
application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain such number by other permissible
means. Within thirty days of the Closing Date, the Certificate Administrator shall furnish or cause to be furnished to the IRS,
on IRS Form 8811 or as otherwise may be required by the Code, the name, title and address of the Persons that Holders of the Certificates
may contact for tax information relating thereto (and the Certificate Administrator shall act as the representative of each of
the Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together with such additional information as may be required
by such Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor
agrees within ten (10) Business Days of the Closing Date to provide any information reasonably requested by the Servicer or the
Certificate Administrator and necessary to make such filing). The Certificate Administrator shall be responsible for the preparation
of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely on the information contained therein,
and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate Administrator shall also be directed
to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by Treasury regulations.


 


(e)       The
Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection with the
preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course of its business,
but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties under this Agreement,
including without limitation any expenses, costs or liabilities associated with audits or any administrative or judicial proceedings
with respect to the Lower-Tier REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities, shall be reimbursable
from the Trust Fund.


 


(f)       The
Certificate Administrator shall prepare, or cause to be prepared, timely furnish or cause to be furnished to the Trustee to sign
(and the Trustee shall timely sign), and the Certificate Administrator shall file or cause to be filed all federal, state and
local income or franchise or other tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier REMIC as the
direct representative for such Trust REMIC. Except as provided in Section 12.1(e), the expenses of preparing and filing
such returns shall be borne by the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate
Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in
its possession, and is reasonably requested by the Certificate Administrator to enable it to perform its obligations under this
subsection, and the Certificate Administrator shall be entitled to rely on such information in the performance of its obligations
hereunder.


 






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(g)       The
Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting and other
tax compliance duties that are the responsibility of such Trust REMIC under the Code, the REMIC Provisions, or other compliance
guidance issued by the IRS or any state or local taxing authority. Among its other duties, the Certificate Administrator shall
provide (i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate to a Disqualified
Organization or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization) such information
as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified Organization
and (ii) to the Certificateholders such information or reports as are required by the Code or REMIC Provisions. The Depositor
shall provide on a timely basis (and in no event later than 30 days after the Certificate Administrator’s request) to the
Certificate Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC
as is in its possession and is reasonably requested in writing by the Certificate Administrator to enable it to perform its obligations
under this subsection.


 


(h)       The
Certificate Administrator shall be the “partnership representative” within the meaning of Section 6223 of the Code
of the Upper-Tier REMIC and the Lower-Tier REMIC. The Holders of the Class R Certificates, by acceptance of the Class R Certificates,
agree, on behalf of themselves and all successor Holders of such Class R Certificates, to the irrevocable appointment of the Certificate
Administrator as the “partnership representative” for the Upper-Tier REMIC and the Lower-Tier REMIC.


 


(i)       The
Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall perform their
obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier REMIC
and the Upper-Tier REMIC as a REMIC.


 


(j)       The
Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall not take any action
or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective control and the scope
of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected to (i)
endanger the status of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or (ii) unless permitted under Section
12.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC (including but not limited
to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions as defined
in Code Section 860G(d)) (any such result in clause (i) or (ii), an “Adverse REMIC Event”) unless
(A) the Certificate Administrator and the Servicer have received a Nondisqualification Opinion (at the expense of the party seeking
to take such action or of the Trust Fund if taken for the benefit of the Certificateholders) with respect to such action or (B)
the Certificate Administrator and the Servicer have received an opinion (at the expense of the party seeking to take such action
or of the Trust Fund if taken for the benefit of the Certificateholders) to the effect that such action will not cause an Adverse
REMIC Event.


 


(k)       Any
and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions,
including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any tax
on 


 



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contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that the Servicer,
upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator the amount of
any such tax that the Certificate Administrator notifies the Servicer is due; provided, further, if such taxes shall
have been imposed on account of the willful misconduct, bad faith or negligence of any party hereto, or in connection with the
breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall be paid by such party.


 


(l)         The
Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier REMIC
and the Upper-Tier REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein
or in the Mortgage Loan Documents (but subject to Section 1.3), all amounts collected on the Trust Loan shall, for federal
income tax purposes, be allocated first to interest due and payable on the Trust Loan (including interest on overdue interest)
other than Default Interest. The books and records must be sufficient concerning the nature and amount of the investments of the
Lower-Tier REMIC and the Upper-Tier REMIC to show that such Trust REMIC has complied with the REMIC Provisions.


 


(m)       None
of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement by which
either the Lower-Tier REMIC or the Upper-Tier REMIC will receive a fee or other compensation for services.


 


(n)       In
order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide, or cause
to be provided, to the Certificate Administrator within ten (10) days after the Closing Date, all information or data that the
Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices of the Certificates,
including, without limitation, the yield, issue prices, pricing prepayment assumption (which shall be 0% CPY (as defined in the
Offering Circular)) and projected cash flows of the Regular Certificates and the Class R Certificates, as applicable, and the
projected cash flows on the Trust Loan. Thereafter, the Depositor, the Trustee, the Servicer and the Special Servicer shall provide
to the Certificate Administrator, promptly upon request therefor, any such additional information or data that the Certificate
Administrator may, from time to time, reasonably request in order to enable the Certificate Administrator to perform its duties
as set forth herein. The Certificate Administrator is hereby directed to use any and all such information or data provided by
the Trustee, the Depositor, the Servicer and the Special Servicer in the preparation of all federal, state or local income, franchise
or other tax and information returns and reports for each of the Lower-Tier REMIC and the Upper-Tier REMIC to Certificateholders
as required herein. The Depositor hereby indemnifies the Certificate Administrator for any losses, liabilities, damages, claims
or expenses of the Certificate Administrator arising from any errors or miscalculations of the Certificate Administrator pursuant
to this Section 12.1 that result from any failure of the Depositor to provide or to cause to be provided, accurate information
or data to the Certificate Administrator (but not resulting from the methodology employed by the Certificate Administrator) on
a timely basis and such indemnifications shall survive the termination of this Agreement and the termination of the Certificate
Administrator.


 






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The
Certificate Administrator agrees that all such information or data so obtained by it shall be regarded as confidential information
and agrees that it shall use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees
and representatives retain in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all
of such information or data, or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such
information or data without the prior written consent of the Depositor, unless such information is generally available to the
public (other than as a result of a breach of this Section) or is required by law or applicable regulations to be disclosed.


 


(o)        The
Certificate Administrator’s authority under this Agreement includes the authority to make, and the Certificate Administrator
is hereby directed to make, any elections allowed under the Code (i) to avoid the application of Code Section 6221 (or successor
provisions) to either the Lower-Tier REMIC or the Upper-Tier REMIC and (ii) to avoid payment by either the Lower-Tier REMIC or
the Upper-Tier REMIC under Code Section 6225 (or successor provisions) of any tax, penalty, interest or other amount imposed under
the Code that would otherwise be imposed on any Holder of a Class R Certificate, past or present. A Holder of any Class R Certificate
agrees, by acquiring such Certificate, to any such elections.


 


12.2.     Foreclosed
Property. (a) The parties hereto acknowledge and understand that if the Trust Fund were to acquire the Property as Foreclosed
Property and were to own and operate the Property in a manner consistent with the manner in which the Property is currently owned
and operated by the Borrower, through a Successor Manager, some portion or all of the income derived in the Lower-Tier REMIC from
such Foreclosed Property may be considered “net income from foreclosure property” for purposes of Section 860G(c)
of the Code and subject to tax at normal corporate income tax rates.


 


In
determining whether to acquire and hold any Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder,
shall take these circumstances into account and shall only acquire such Foreclosed Property if it determines, in its reasonable
judgment (after, consultation with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible
alternative method of administering such Foreclosed Property that would not result in such tax, e.g., a net lease that results
in Rents from Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust
Fund, after taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, will
exceed the likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire
and hold the Foreclosed Property. If the Trust Fund acquires any Foreclosed Property, the Special Servicer, acting on behalf of
the Trustee, if the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management
Agreement or replace the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement)
so that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing
reasonable efforts, the Special Servicer determines that it is in the best interests of Certificateholders on a net after-tax
basis to operate the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive, based upon
an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer shall
maintain or cause to be maintained such records of income and expense as


 



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 to enable such amounts to be computed accurately, and
shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax or,
to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(ix).


 


Without
limiting the generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 


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


 


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


 


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


 


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


 


(b)       The
Special Servicer, acting on behalf of the Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property for
its fair market value in accordance with Section 3.15. In any event, however, the Special Servicer, acting on behalf of
the Trustee hereunder, shall dispose of any Foreclosed Property as soon as is practicable but in no event later than the close
of the third calendar year following the year in which the Acquisition Date occurs unless the Special Servicer, on behalf of the
Trustee, has received (or has not been denied) an extension of time (an “Extension”) by the IRS to sell such
Foreclosed Property or an opinion of counsel to the effect that the holding by the Trust of the Foreclosed Property for an additional
specified period will neither result in the imposition of taxes on “prohibited transactions” of the Trust Fund as
defined in Section 860F of the Code, nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any
time that the Certificates are outstanding, in which event such period shall be extended by such additional specified period,
with the expenses of obtaining any such extension of time being an expense of the Trust Fund. If the Special Servicer, on behalf
of the Trustee, has received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trustee
hereunder, shall continue to attempt to sell the Foreclosed Property for its fair market value for such longer period as such
Extension permits (the “Extended Period”). If the Special Servicer, acting on behalf of the Trustee, has not
received such an Extension and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed
Property, within the foregoing period or if the Special Servicer, acting on behalf of the Trustee hereunder, has received such
an Extension, and the Special Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within
the Extended Period, the Special Servicer shall, before the end of the above-referenced period or the Extended Period, as the
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Property to the highest bidder (which may be the Special Servicer) in accordance with Accepted
Servicing Practices.


 


(c)        Within
thirty (30) days of the sale of a Foreclosed Property, the Special Servicer shall provide to each of the Certificate Administrator
and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the date the Property
was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of such Foreclosed Property, (iii)
the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the date of acquisition to
the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee may reasonably request.


 


12.3.   Prohibited
Transactions and Activities. The Special Servicer, on behalf of the Trust Fund, shall not permit the sale or disposition
of the Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in default or
default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy or
insolvency of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier REMIC in a “qualified liquidation”
as defined in Section 860F(a)(4) of the Code), nor acquire any assets for either the Lower-Tier REMIC or the Upper-Tier REMIC
(other than Foreclosed Property), nor sell or dispose of any investments in the Collection Account or Distribution Account
for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to
either the Lower-Tier REMIC or the Upper-Tier REMIC (other than a cash contribution during the three-month period beginning
on the Startup Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such
action) to the effect that such disposition, acquisition, substitution or acceptance will not (a) affect adversely the status
of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC, or of the Certificates as representing regular interests
therein, (b) affect the distribution of interest or principal on the Certificates, (c) result in the encumbrance of the
assets transferred or assigned to either the Lower-Tier REMIC or the Upper-Tier REMIC (except pursuant to the provisions of
this Agreement), or (d) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax on “prohibited
transactions” or “prohibited contributions” pursuant to the REMIC Provisions.


 


12.4.   Indemnification
with Respect to Certain Taxes and Loss of REMIC Status.


 


(a)        If
either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state
or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the willful misconduct, bad faith or negligent performance by the Certificate Administrator of its duties and obligations
specifically set forth herein, or by reason of the Certificate Administrator’s negligent disregard of its obligations and
duties thereunder, the Certificate Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities
or expenses (“Losses”) resulting therefrom; provided, however, the Certificate Administrator
shall not be liable for any such Losses attributable to the action or inaction of the Servicer, the Special Servicer, the Depositor,
or the Holders of the Class R Certificates nor for any such Losses resulting from misinformation provided by the Holders of the
Class R Certificates, the Servicer, the Special Servicer, or the Depositor, on which the Certificate Administrator has relied.
The


 



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foregoing shall not be deemed to limit or restrict the rights and remedies of successor Holders of the Class R Certificates
at law or in equity.


 


(b)       If
either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state
or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the willful misconduct, bad faith or negligent performance of the Servicer or the Special Servicer in the performance of
its duties and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard
of its obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust
Fund against any and all losses resulting therefrom; provided, however, the Servicer or the Special Servicer, as
the case may be, shall not be liable for any such losses attributable to the action or inaction of the Certificate Administrator,
the Depositor, the Holders of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate
Administrator, the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as the
case may be, has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders
of the Class R Certificates at law or in equity.


 


13.       EXCHANGE
ACT REPORTING AND REGULATION AB COMPLIANCE


 


13.1.     Intent
of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13 of this Agreement
is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB and the related rules
and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and 13.9, the Depositor
shall not, and no Other Depositor may, exercise its rights to request delivery of information or other performance under these
provisions other than in good faith, or for purposes other than compliance with the Act, the Exchange Act and the Sarbanes-Oxley
Act. The parties hereto acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive
guidance provided by the Commission or its staff, and agree to comply with reasonable requests made by the Depositor, or any Other
Depositor, in good faith for delivery of information under these provisions on the basis of such evolving interpretations of Regulation
AB. In connection with the J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through
Certificates, Series 2020-LOOP, and any Companion Loan Securities, each of the parties to this Agreement shall cooperate fully
with the Depositor, the Certificate Administrator, any Other Depositor and any Other Exchange Act Reporting Party, as applicable,
to deliver to the Depositor or Other Depositor, as applicable (including any of its assignees or designees), any and all statements,
reports, certifications, records and any other information in its possession or reasonably available to it and necessary in the
reasonable good faith determination of the Depositor, the Certificate Administrator, any Other Depositor or any Other Exchange
Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor, as applicable, to comply with the provisions
of Regulation AB, together with such disclosures relating to the Servicer, the Special Servicer, the Operating Advisor, the Certificate
Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed
by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.


 






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13.2.     Succession;
Sub-Servicers; Subcontractors. (a) For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act (in addition to any requirements contained in Section 13.7 of this Agreement), in connection with the
succession to the Servicer and Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer
is a “servicer” meeting the criteria contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement by any
Person (i) into which the Servicer and Special Servicer or such Sub-Servicer may be merged or consolidated, or (ii) which may
be appointed as a successor to the Servicer and Special Servicer or any such Sub-Servicer, the Servicer or Special Servicer, as
applicable (depending on whether such succession involves it or one of its Sub-Servicers), shall provide (other than in the case
of a succession pursuant to an appointment under Section 7.1 or 7.2, in which case the successor Servicer or successor
Special Servicer, as applicable, shall provide) to any Other Depositor as to which the applicable Companion Loan is affected,
at least five (5) Business Days prior to the effective date of such succession or appointment as long as such disclosure prior
to such effective date would not be violative of any applicable law or confidentiality agreement (and as long as such notice is
not given by a successor Servicer or successor Special Servicer appointed under Section 7.1 or 7.2), and otherwise
no later than one (1) Business Day after such effective date of succession, (x) written notice to the Depositor and each such
Other Depositor of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to each
such Other Depositor, all information relating to such successor Servicer reasonably requested by any such Other Depositor in
order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such reports under
the Exchange Act are required to be filed under the Exchange Act).


 


(b)       For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer,
the Special Servicer, any Sub-Servicer, the Operating Advisor, the Trustee and the Certificate Administrator (each of the Servicer,
the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes
of this Section 13.2(b) and Section 13.2(c), a “Servicing Party”) is permitted to utilize one
or more Subcontractors to perform certain of its obligations hereunder. Such Servicing Party shall promptly upon request provide
to any Other Depositor as to which the applicable Companion Loan is affected, a written description (in form and substance satisfactory
to each such Other Depositor) of the role and function of each Subcontractor that is a Servicing Function Participant utilized
by such Servicing Party during the preceding calendar year, specifying (i) the identity of such Subcontractor, and (ii) which
elements of the Servicing Criteria will be addressed in assessments of compliance provided by each such Subcontractor. Each Servicing
Party shall cause any Subcontractor utilized by such Servicing Party that is determined to be a Servicing Function Participant
to comply with the provisions of Section 13.8 and Section 13.9 of this Agreement to the same extent as if such Subcontractor
were such Servicing Party. Such Servicing Party shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer
set forth on Exhibit V, shall use commercially reasonable efforts to obtain from such Sub-Servicer) and deliver to the
applicable Persons any assessment of compliance report and related accountant’s attestation required to be delivered by
such Subcontractor under Section 13.8 and Section 13.9 of this Agreement, in each case, as and when required to
be delivered.


 






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(c)       For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding the foregoing,
if a Servicing Party engages a Subcontractor in connection with the performance of any of its duties under this Agreement, such
Servicing Party shall be responsible for determining whether such Subcontractor is a “servicer” within the meaning
of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB. If a Servicing Party determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer” within
the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB, then such
Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, and the engagement of such Sub-Servicer shall
not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other Depositor
as to which the applicable Companion Loan is affected, of any such Sub-Servicer and Subservicing Agreement. No Subservicing Agreement
(other than such agreements set forth on Exhibit S hereto) shall be effective until five (5) Business Days after such written
notice is received by the Depositor, the Certificate Administrator and each such Other Depositor. Such notice shall contain all
information reasonably necessary, and in such form as may be necessary, to enable each Other Exchange Act Reporting Party as to
which the applicable Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant
to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed
under the Exchange Act).


 


(d)       For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, in connection with the
succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into which the Trustee or Certificate
Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Trustee or Certificate Administrator,
the Trustee or Certificate Administrator, as applicable, shall notify the Depositor and each Other Depositor, at least ten (10)
Business Days prior to the effective date of such succession or appointment (or if such prior notice would be violative of applicable
law or any applicable confidentiality agreement, no later than the time required under Section 13.6 of this Agreement)
and shall furnish pursuant to Section 13.6 of this Agreement to each Other Depositor in writing and in form and substance
reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for each Other Exchange
Act Reporting Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related Other Pooling
and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


13.3.    Other
Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and
the Trustee shall (and shall cause (or, in the case of each Sub-Servicer set forth on Exhibit V, shall use commercially
reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate
with each Other Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements
under the Exchange Act.


 


13.4.    Form
10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, within one Business Day after the


 



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related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City
time) on the third Business Day after the related Distribution Date, (i) the parties as set forth on Exhibit R to this
Agreement, shall be required to provide to each Other Exchange Act Reporting Party and each Other Depositor to which the particular
Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or Responsible
Officer thereof has knowledge thereof (other than information required by Item 1117 of Regulation AB as to such party which shall
be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be, or any lawyer in the in-house
legal department of such party), in EDGAR-compatible format (to the extent available to such party in such format), or in such
other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such Other Depositor and such parties,
the form and substance of the Additional Form 10-D Disclosure, if applicable, and (ii) the parties listed on Exhibit R
to this Agreement shall include with such Additional Form 10-D Disclosure application to such party and shall cause each Sub-Servicer
(or, in the case of each Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to cause such Sub-Servicer)
and Subcontractor of such party to the extent required under Regulation AB to provide, and if received, include, an Additional
Disclosure Notification in the form attached as Exhibit U to this Agreement. The Certificate Administrator has no duty
under this Agreement to monitor or enforce the performance by the parties listed on Exhibit R to this Agreement of their
duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information.


 


13.5.       Form
10-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, no later than March 1, commencing in March 2021, (i) the parties listed on Exhibit S to this Agreement shall be required
to provide (and with respect to any Servicing Function Participant of such party (other than any party to this Agreement), shall
cause such Servicing Function Participant to provide) to each Other Exchange Act Reporting Party and each Other Depositor to which
the particular Additional Form 10-K Disclosure is relevant for Exchange Act Reporting purposes, to the extent a Servicing Officer
or a Responsible Officer, as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation
AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may
be, or any lawyer in the in house legal department of such party), in EDGAR compatible format (to the extent available to such
party in such format) or in such other format as otherwise agreed upon by each such Other Exchange Act Reporting Party, each such
Other Depositor and such providing parties, the form and substance of any Additional Form 10-K Disclosure described on Exhibit
S to this Agreement applicable to such party, and (ii) the parties listed on Exhibit S to this Agreement shall include
with such Additional Form 10-K Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each
Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor
of such party to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification
in the form attached as Exhibit U to this Agreement. The Certificate Administrator has no duty under this Agreement to
monitor or enforce the performance by the parties listed on Exhibit S to this Agreement of their duties under this paragraph
or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information.


 






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13.6.       Form
8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117
of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as
the case may be, or any lawyer in the in-house legal department of such party), within one Business Day after the occurrence of
an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) (using commercially reasonable
efforts), but in no event later than the close of business (New York City time) on the second Business Day after the occurrence
of a Reportable Event, (i) the parties set forth on Exhibit T to this Agreement shall be required to provide (and (i) with
respect to any Servicing Function Participant of such party that is a Sub-Servicer set forth on Exhibit V, shall use commercially
reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide)
to each Other Depositor and each Other Exchange Act Reporting Party to which the particular Form 8-K Disclosure Information is
relevant for Exchange Act reporting purposes, in EDGAR-compatible format (to the extent available to such party in such format)
or in such other format as otherwise agreed upon by each such Other Depositor, each such Other Exchange Act Reporting Party and
such providing parties, any Form 8-K Disclosure Information described on Exhibit T to this Agreement as applicable to such
party, if applicable, and (ii) the parties listed on Exhibit T to this Agreement shall include with such Form 8-K Disclosure
Information applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit
V, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required
under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as
Exhibit U. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the
parties listed on Exhibit T of their duties under this paragraph or proactively solicit or procure from such parties any
Form 8-K Disclosure Information.


 


13.7.       Annual
Compliance Statements. On or before March 1 of each year, commencing in 2021, each of the Servicer, the Special Servicer
(regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator and the Trustee
(provided, however, that the Trustee shall not be required to deliver an assessment of compliance with respect to
any period during which there was no Applicable Servicing Criteria applicable to it), at its own expense, shall furnish (and each
such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on Exhibit V with
which it has entered into a servicing relationship with respect to the Mortgage Loan, shall use commercially reasonable efforts
to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function Participant of
such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish) (each such Servicing
Function Participant and each of the Servicer, Special Servicer and the Certificate Administrator, a “Certifying Servicer”)
to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)),
the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s Certificate stating, as to the
signer thereof, that (A) a review of such Person’s 


 



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activities during the preceding calendar year or portion thereof and of such Person’s
performance under this Agreement or the applicable sub-servicing agreement, as applicable, has been made under such officer’s
supervision and (B) to the best of such officer’s knowledge, based on such review, such Person has fulfilled all its obligations
under this Agreement or the applicable sub-servicing agreement, as applicable, in all material respects throughout such year or
portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such
failure known to such officer and the nature and status thereof. For so long as any Other Securitization Trust is subject to the
reporting requirements of the Exchange Act, promptly after receipt of each such Officer’s Certificate, the Depositor (and,
in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange
Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult with the Certifying Servicer,
as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any related Servicing Function Participant
with which the Servicer or the Special Servicer, as applicable, has entered into a servicing relationship with respect to the
Trust Loan or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations hereunder or under the applicable
sub-servicing or primary servicing agreement. The obligations of each Certifying Servicer under this Section apply to each such
Certifying Servicer that serviced the Trust Loan or a Companion Loan during the applicable period, whether or not the Certifying
Servicer is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s
Certificates delivered pursuant to this Section 13.7 shall be made available to any Privileged Person by the Certificate
Administrator by posting such Compliance Report to the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


13.8.       Annual
Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year, commencing in 2021,
the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage
Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Operating
Advisor, the Certificate Administrator and the Trustee (provided, however, that the Trustee shall not be required
to deliver an assessment of compliance with respect to any period during which there was no Applicable Servicing Criteria applicable
to it), each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant that
is a Sub-Servicer set forth on Exhibit V with which it has entered into a servicing relationship with respect to the Mortgage
Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect
to any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing
Function Participant to furnish) (each Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the
Trustee and any Servicing Function Participant, as the case may be, a “Reporting Servicer”) to the Certificate
Administrator and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5
Information Provider’s Website, as applicable, pursuant to Section 8.14(b)) (and, with respect to the Special Servicer,
also to the Operating Advisor), the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan
that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), a report
on an assessment of compliance with the Applicable Servicing Criteria that contains (A) a statement by such Reporting Servicer
of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement that, to the best of such
Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the


 



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Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment
of compliance with the Applicable Servicing Criteria as of the end of and for the preceding calendar year, including, if there
has been any material instance of noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and
the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute
of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with
the Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section
13.8 shall be provided to any Certificateholder, upon the written request therefor and submission of an Investor Certification
in the form of Exhibit K-1, by the Certificate Administrator.


 


Each
such report shall be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of
the applicable company, and shall address each of the Applicable Servicing Criteria. For so long as any Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, promptly after receipt of each such report, the Depositor and each
Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature of any
material instance of noncompliance with the Applicable Servicing Criteria.


 


(b)       On
the Closing Date, the Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator each
acknowledge and agree that Exhibit L to this Agreement sets forth the Applicable Servicing Criteria for such party.


 


(c)       No
later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long as any
Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator and the
Operating Advisor shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each
Other Depositor as to the name of each Servicing Function Participant utilized by it, in each case, and each such notice will
specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing
Function Participant. When the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act, the Certificate Administrator and the Operating Advisor submit their assessments
pursuant to Section 13.8(a) of this Agreement, such parties, as applicable, will also at such time include the assessment
(and related attestation pursuant to Section 13.9) of each Servicing Function Participant engaged by it. The fiscal year
for the Trust shall be January 1 through and including December 31 of each calendar year.


 


(d)       In
the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator and the Operating Advisor is terminated or resigns pursuant to the terms of
this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant is a Sub-Servicer
set forth on Exhibit V, shall use commercially reasonable efforts to cause) any Servicing Function Participant engaged
by it to provide (and the Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing
Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant
to provide) an annual assessment of compliance


 



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pursuant to this Section 13.8, coupled with an attestation as required in
Section 13.9 in respect of the period of time that the Servicer, the Special Servicer or, for so long as any Other Securitization
Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator and the Operating Advisor was
subject to this Agreement or the period of time that the Servicing Function Participant was subject to such other servicing agreement.


 


13.9.       Annual
Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in 2021, the Servicer,
the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, the Certificate Administrator, the Operating Advisor and the Trustee (provided, however, that the Trustee shall
not be required to deliver an assessment of compliance with respect to any period during which there was no Applicable Servicing
Criteria applicable to it), each at its own expense, shall cause (and each such party, (i) with respect to each Servicing Function
Participant that is a Sub-Servicer set forth on Exhibit V with which it has entered into a servicing relationship with
respect to the Mortgage Loan, shall use commercially reasonable efforts to cause such Servicing Function Participant to furnish,
and (ii) with respect to any other Servicing Function Participant of such party (other than any party to this Agreement), shall
cause such Servicing Function Participant to furnish) a registered public accounting firm (which may also render other services
to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or the applicable Servicing
Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish
a report to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section
8.14(b)), the Depositor, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post
it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)), to the effect that (i) it has obtained
a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such
Reporting Servicer of its compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted
by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight
Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Servicing Criteria
was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of
compliance with the Applicable Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public
accounting firm shall state in such report why it was unable to express such an opinion. Each accountant’s attestation report
required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange
Act. Such report must be available for general use and not contain restricted use language. Copies of all statements delivered
pursuant to this Section 13.9 shall be made available to any Privileged Person by the Certificate Administrator posting
such statement on the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt
of such report from the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or any
Servicing Function Participant, the Depositor and each Other Depositor may review the report and, if applicable, consult with
the Servicer, the Special Servicer or, for so long as any Other


 



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Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Operating Advisor or the Trustee as to the nature of any defaults by the
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or any Servicing Function Participant
with which it has entered into a servicing relationship with respect to the Trust Loan or any Companion Loan, as the case may
be, in the fulfillment of any of the Servicer’s, the Special Servicer’s, the Operating Advisor’s, the Certificate
Administrator’s, the Trustee’s or the applicable Servicing Function Participants’ obligations hereunder or under
the applicable sub-servicing agreement.


 


13.10.       Significant
Obligor. With respect to any Property that secures a Companion Loan that the applicable Other Depositor has notified
the Servicer and Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k) of Regulation
AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization Trust that includes
such Companion Loan, to the extent that the Servicer is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Borrower or Special
Servicer, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated
financial statements of such “significant obligor” for any calendar year, beginning for the calendar year following
such notice from the Other Depositor, as applicable, the Servicer shall deliver to the Other Depositor, on or prior to the day
that occurs two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business
Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt
occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17)
or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements
of the “significant obligor”, together with the net operating income of such “significant obligor” for
the applicable period as calculated by the Servicer in accordance with CREFC® guidelines and (B) if such financial
statement receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline
or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable,
such financial statements of the “significant obligor”, together with the net operating income of such “significant
obligor” for the applicable period as reported by the Borrower in such financial statements.


 


If
the Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form
10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the date such financial
information is required to be delivered under the Mortgage Loan Documents, the Servicer shall notify the Other Depositor with
respect to such Other Securitization Trust that includes the related Companion Loan (and shall cause each applicable sub-servicing
agreement to require any related Sub-Servicer to notify such Other Depositor) that it has not received such financial information.
The Servicer shall use efforts consistent with Accepted Servicing Practices (taking into account, in addition, the ongoing reporting
obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the Borrower under
the Mortgage Loan Documents.


 


The
Servicer shall (and shall cause each applicable sub-servicing agreement entered into after receipt of written notice from the
Other Depositor that such Companion Loan


 



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is a significant obligor to require any related Sub-Servicer to) retain written evidence
of each instance in which it (or a Sub-Servicer) attempts to contact the Borrower related to any such “significant obligor”
(identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial
information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable,
is required to be filed by the Other Securitization Trust, shall forward an Officer’s Certificate evidencing its attempts
to obtain this information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization
Trust. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as
specified in the related Other Pooling and Servicing Agreement.


 


13.11.       Sarbanes-Oxley
Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, the Certificate Administrator, the Servicer, the Special Servicer, the Operating Advisor and the Trustee shall provide
(and with respect to any other Servicing Function Participant of such party, shall cause such Servicing Function Participant to
provide) to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying
Person”) no later than March 1 of the year following the year to which the Form 10-K of such Other Securitization Trust
relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification in the form attached
to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3, Exhibit Y-4 and Exhibit Y-5, as applicable,
on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers,
directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. In the event any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable
sub-servicing agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification
to the Certifying Person pursuant to this Section 13.11 with respect to the period of time it was subject to this Agreement
or the applicable sub-servicing or primary servicing agreement, as the case may be.


 


13.12.       Indemnification.
For so long as the other Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall indemnify and hold harmless the Depositor,
each Other Depositor and any employee, director or officer of the Depositor or any Other Depositor from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such indemnified party arising out of (i) an actual breach by the Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator or the Trustee, as the case may be, of its obligations under this Article 13, (ii) negligence, bad
faith or willful misconduct on the part of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee, as applicable, in the performance of such obligations or (iii) delivery of any Deficient Exchange Act Deliverable
regarding such party and delivered by or on behalf of such party.


 


The
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall cause each Servicing
Function Participant of such party that is not a Sub-Servicer set forth on Exhibit V (and with respect to any Servicing
Function Participant of such party that is a Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts
to cause such Servicing Function Participant) to indemnify and hold harmless


 



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the Depositor, each Other Depositor and any employee,
director or officer of the Depositor or any Other Depositor from and against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and expenses and related costs, judgments and any other costs, fees and expenses incurred by such indemnified
party arising out of (i) a breach of its obligations to provide any of the annual compliance statements or annual servicing criteria
compliance reports or attestation reports pursuant to the applicable sub-servicing agreement, (ii) negligence, bad faith or willful
misconduct its part in the performance of such obligations, (iii) any failure by a Servicing Party (as defined in Section 13.2(b))
to identify a Servicing Function Participant pursuant to Section 13.2(b) or (iv) delivery of any Deficient Exchange Act
Deliverable regarding such party and delivered by or on behalf of such party.


 


If
the indemnification provided for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to
hold harmless the Depositor, any Other Depositor or any employee, director or officer of the Depositor or any Other Depositor,
then the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Additional Servicer
or other Servicing Function Participant (the “Performing Party”) shall contribute to the amount paid or payable
to the indemnified party as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion
as is appropriate to reflect the relative fault of the indemnified party on the one hand and the Performing Party on the other
in connection with a breach of the Performing Party’s obligations pursuant to this Article 13 (or breach of its obligations
under the applicable sub-servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance
reports or attestation reports) or the Performing party’s negligence, bad faith or willful misconduct in connection therewith.


 


The
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall cause each Servicing
Function Participant of such party that is not a Sub-Servicer set forth on Exhibit V (and with respect to any Servicing
Function Participant of such party that is a Sub-Servicer set forth on Exhibit V, shall use commercially reasonable efforts
to cause such Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations. This Section
13.12 shall survive the termination of this Agreement or the earlier resignation or removal of the Servicer, the Special Servicer,
the Operating Advisor or the Certificate Administrator.


 


13.13.       Amendments.
This Article 13 may be amended by the parties hereto pursuant to Section 11.1 of this Agreement for purposes of complying
with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within the commercial mortgage-backed
securities market and the Sarbanes-Oxley Act without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations
or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.


 


13.14.       Termination
of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor
or any Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article 13; provided that such termination shall not be effective
until a successor Certificate Administrator shall have accepted the appointment.


 






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13.15.       Termination
of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, each of the Servicer, the Certificate Administrator and the Trustee, as applicable, shall (i) cause each Sub-Servicing
Agreement to which it is a party to entitle the Depositor or any Other Depositor to terminate such agreement (without compensation,
termination fee or the consent of any other Person) at any time following any failure of the applicable Sub-Servicer to any deliver
any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or as otherwise contemplated
by this Article 13 and (ii) promptly notify the Depositor and any Other Depositor following any failure of the applicable
Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB or
as otherwise contemplated by this Article 13. The Depositor and any Other Depositor is hereby authorized to exercise the
rights described in clause (i) of the preceding sentence in its sole discretion. The rights of the Depositor and any Other
Depositor to terminate a Sub-Servicing Agreement as aforesaid shall not limit any right the Servicer, the Certificate Administrator
or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement.


 


13.16.       Notification
Requirements and Deliveries in Connection with Securitization of a Companion Loan. (a) Any other provision of this Article
13 to the contrary notwithstanding, including, without limitation, any deadlines for delivery set forth in this Article
13, in connection with the requirements contained in this Article 13 that provide for the delivery of information and
other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party of any Other Securitization
Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such items to or cooperate with such
Other Depositor or Other Exchange Act Reporting Party (i) until the Other Depositor or Other Exchange Act Reporting Party of such
Other Securitization Trust has provided each party hereto with not less than 30 days written notice (which shall only be required
to be delivered once and each party shall be entitled to rely on such notice), setting forth the contact information for such
Person(s) and, except as regards the deliveries and cooperation contemplated by Section 13.7, Section 13.8 and Section
13.9 of this Agreement, stating that such Other Securitization Trust is subject to the reporting requirements of the Exchange
Act, and (ii) specifying in reasonable detail the information and other items not otherwise specified in this Agreement that are
requested to be delivered; provided that if Exchange Act reporting is being requested, such Other Depositor or Other Exchange
Act Reporting Party is only required to provide a single written notice to such effect. Any reasonable cost and expense of the
Servicer, Special Servicer, Operating Advisor, Trustee and Certificate Administrator in cooperating with such Other Depositor
or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall
be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm
in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of
the items identified in this Article 13 to such Other Depositor and Other Exchange Act Reporting Party of such Other Securitization
Trust prior to providing any of the reports or other information required to be delivered under this Article 13 in connection
therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article
13 with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not be required
to deliver such items; provided that no such confirmation shall be required in connection with any delivery of the items
contemplated by Section 13.7, Section 13.8 and Section 13.9 of this Agreement. Such confirmation shall be



 



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deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization Trust provides a written
statement to the effect that the Other Securitization Trust is subject to the reporting requirements of the Exchange Act and the
appropriate party hereto receives such written statement. The parties hereunder shall also have the right to require that such
Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting Party and any other
parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)       Each
of the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee shall, upon reasonable
prior written request given in accordance with the terms of Section 13.16(a) above, and subject to a right of the Servicer,
Special Servicer, the Operating Advisor, the Certificate Administrator or Trustee, as the case may be, to review and approve such
disclosure materials, permit the Companion Loan Holders to use such party’s description contained in the Offering Circular
(updated as appropriate by the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee,
as applicable, at the reasonable cost of the Other Depositor) for inclusion in the disclosure materials relating to any securitization
of a Companion Loan.


 


(c)       The
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee, upon reasonable prior written
request given in accordance with the terms of Section 13.16(a) above, shall each timely provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to
any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred in Section 13.16(b) with respect to such party, substantially
identical to those, if any, delivered by the Servicer, the Special Servicer, the Operating Advisor, the Trustee or the Certificate
Administrator, as the case may be, or their respective counsel, in connection with the information concerning such party in the
Offering Circular and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the Servicer,
the Special Servicer, the Operating Advisor, the Trustee or the Certificate Administrator, or their respective legal counsel,
as the case may be, and sufficient to comply with Regulation AB). None of the Servicer, the Special Servicer, the Operating Advisor,
the Trustee or the Certificate Administrator shall be obligated to deliver any such item with respect to the securitization of
a Companion Loan if it did not deliver a corresponding item with respect to this Trust.


 


[SIGNATURE
PAGE FOLLOWS]


 






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IN WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.







 





	 	J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (Depositor)
	 	 	 
	 	By:	/s/
    Harris Rendelstein
	 	 	Name:   
    Harris Rendelstein
	 	 	Title:      Vice
    President
	 	 	 
	 	KEYBANK
    NATIONAL ASSOCIATION 

(Servicer)
	 	 	 
	 	By:	/s/
    Michael A. Tilden 
	 	 	Name:   Michael
    A. Tilden 
	 	 	Title:     Vice
    President
	 	 	 
	 	SITUS HOLDINGS, LLC 

(Special Servicer)
	 	 	 
	 	By:	/s/
    George Wisniewski
	 	 	Name:   George
    Wisniewski
	 	 	Title:      Executive
    Managing Director
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION


(Certificate Administrator)

	 	 	 
	 	By:	/s/
    Stacey Gross
	 	 	Name:   Stacey
    Gross
	 	 	Title:     Vice
    President



 


JPMCC
2020-LOOP: TRUST AND SERVICING AGREEMENT


 






     


     


    

 





	 	WELLS FARGO BANK, NATIONAL ASSOCIATION 

(Trustee)
	 	 	 
	 	By:	/s/ Stacey Gross
	 	 	Name:  Stacey Gross
	 	 	Title:    Vice President
	 	 	 
	 	 PARK BRIDGE LENDER SERVICES LLC 

(Operating Advisor)
	 	 	 
	 		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
this 23rd day of January 2020, before me, the undersigned, a Notary Public in and for the State of New York,
duly commissioned and sworn, personally appeared Harris Rendelstein, to me known who, by me duly sworn, did depose and acknowledge
before me and say that s/he has offices at New York, NY; and that s/he is the Vice President of J.P. Morgan Chase
Commercial Mortgage Securities Corp., a Delaware corporation, the entity described in and that executed the foregoing instrument;
and that s/he signed her/his name thereto under authority of the board of directors of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





		/s/
    James W. Considine
		NOTARY
    PUBLIC in and for the
		State
    of New York
		 
	[SEAL]	James W. Considine
	 	Notary
    Public, State of New York
	 	Qualified in Ulster County
	My
Commission expires:	No.
    01CO6390913
	4/22/2023	My Commission Expires April 22, 2023


 





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	STATE
    OF KANSAS	)
	 	)

           ss.:
	COUNTY
    OF JOHNSON	)


 





On
this 28th day of January 2020, before me, the undersigned, a Notary Public in and for the State of Kansas,
personally appeared Michael A. Tilden, known to me to be a Vice President of KeyBank National Association, which executed the
within instrument, and also known to me to be the person who executed it on behalf of such entity, and acknowledged to me
that such person executed the within instrument.


 


WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	 	/s/
    Julie A. Heese
	 	NOTARY
    PUBLIC in and for the
	 	State
    of Kansas


 


	[SEAL]	 
	 	 
	My commission
    expires:	 
	 	 












 





	STATE OF KANSAS	JULIE A HEESE	 
	NOTARY PUBLIC	My Appointment Expires	 
		September 22, 2023	 



 


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ACKNOWLEDGMENT


 





	A
notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.	 









 


State
of California





County
of San Francisco )


 


On
January 24, 2020 before me, Theresa R. Dye, Notary Public 


(insert
name and title of the officer)


 


personally
appeared George Wisniewski, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized
capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the
person(s) acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.


 


	 	 	THERESA
    R. DYE
	WITNESS
    my hand and official seal.	THE GREAT SEAL OF THE STATE OF CALIFORNIA	Notary
    Public - California
	 	 	San
    Francisco County
	Signature
    	/s/
    Theresa R. Dye  	 (Seal)	 	Commission
    # 2244500
	 	 	My
    Comm. Expires Jun 26, 2022







 






     


     


    

 





	State
    of: Maryland	)
	 	)
         ss:
	County
    of: Howard	)


 


On
the 24th day of January, 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, N.A., one of the corporations that executed the within instrument, and also know to
me to be the person who executed it on behalf of said corporation, and under authority of the board of directors of said entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 


	 	/s/
    Amy Martin
	 	Notary
    Public



 

	 	AMY
    MARTIN
	 	Notary
    Public - Maryland
	 	Anne
    Arundel County
	 	My
    Commission Expires on
	 	February
    22, 2021







 


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	State
    of: Maryland	)
	 	)
         ss:
	County
    of: Howard	)


 


On
the 24th day of January, 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, N.A., one of the corporations that executed the within instrument, and also know to
me to be the person who executed it on behalf of said corporation, and under authority of the board of directors of said entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 


	 	/s/
    Amy Martin
	 	Notary
    Public



 

	 	AMY
    MARTIN
	 	Notary
    Public - Maryland
	 	Anne
    Arundel County
	 	My
    Commission Expires on
	 	February
    22, 2021







 


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	STATE
    OF NEW YORK	)
	 	)
         ss:
	COUNTY
    OF NEW YORK	)


 





On
this 24th day of January 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 B CERTIFICATES


 


CLASS B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE


 





 



 





1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
       Global Certificate legend.


 






     Exhibit A-1-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASER, THE
TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS


 






     Exhibit A-1-2


     


    

 


CERTIFICATE, UNLESS (A) SUCH PERSON
IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT
CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT
VIOLATION OF SIMILAR LAW).


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.


 




     Exhibit A-1-3


     


    


 


J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
TRUST 2020-LOOP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2020-LOOP, CLASS B


 


	Pass-Through Rate: [_____]% per annum	 
	First Distribution Date: March 6, 2020	 
	Aggregate Initial Certificate Balance of the Class B Certificates: $4,900,000	Rated Final Distribution Date:

December 2038
	 	 
	
        CUSIP: [[_____]]

        ISIN: [[______]]

        

        Common Code: [__]4

         
	Initial Certificate Balance of this

Certificate: $[__]
	
        CUSIP: [[_____]]

        ISIN: [[________]]

        

        Common Code: [__]5

        

        

         

        CUSIP: [[_________]]

        ISIN: [[_______]]6

         

        No.: B-[1]

         
	 


This certifies that
Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made
from the Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of 2 promissory notes secured by
certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund
was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class X-B, Class C, Class D, Class
E, Class F, Class G, Class HRR, Class R and Class ELP Certificates (collectively with the Class B Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells


 





 









 


4
       For Certificate sold in reliance on Rule 144A only.


 


5
       For Regulation S Global Certificate only.


 


6        For
IAI Certificates.


 







 






     Exhibit A-1-4


     


    

 


Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination
Date, beginning in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the calendar month
preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable and any Prepayment Premiums and any other amounts allocable to the Class B Certificates for such Distribution Date,
all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


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. 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.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of


 






     Exhibit A-1-5


     


    

 


the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor,
the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer,
the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer,
the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and
Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special
Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates representing not less than
51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust as a grantor trust under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent
set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax
returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time
as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing
Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates
and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale
of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other
Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the Trust and Servicing
Agreement continue beyond the expiration of twenty-one years from the


 






     Exhibit A-1-6


     


    

 


death of the last survivor of the descendants of Joseph P.
Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution of the Trust and
Servicing Agreement.


 


Unless the certificate
of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 




     Exhibit A-1-7


     


    


 

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class B Certificates referred to in the Trust and Servicing Agreement.


 


Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


     Exhibit A-1-8


     


    

 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:

 


	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Exhibit A-1-9


     


    

 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



     Exhibit A-1-10


     


    



 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:




 



     Exhibit A-1-11


     


    



 



EXHIBIT A-2


 


FORM OF CLASS X-B CERTIFICATES


 


CLASS X-B


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE


 





 



 





1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
       Global Certificate legend.


 






     Exhibit A-2-1


     


    

 


ADMINISTRATOR, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, ANY INITIAL PURCHASER, THE TRUST LOAN SELLER
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN IS INSURED OR GUARANTEED BY ANY
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS CLASS X-B CERTIFICATE WILL NOT
BE ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE PRINCIPAL BALANCES OF THE CLASS B AND CLASS C CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO THE FOREGOING PROVISIONS OF


 






     Exhibit A-2-2


     


    

 


ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF
ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B)
THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.


 




     Exhibit A-2-3


     


    


 


J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
TRUST 2020-LOOP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2020-LOOP, CLASS X-B


 


	Pass-Through Rate: Variable IO4	 
	First Distribution Date: March 6, 2020	 
	Aggregate Initial Notional Amount of the Class X-B Certificates: $21,900,0005	Rated Final Distribution Date:

December 2038
	 	 
	
        [CUSIP: [_____]]

        [ISIN: [_______]]

        

        Common Code: [_____]]6

         

        [CUSIP: [______]]

        [ISIN: [_______]]

        

        Common Code: [_____]]7

        

        

         

        [CUSIP: [_______]]

        [ISIN: [______]]8

         
	Initial Notional Amount of this

Certificate: $[__]
	No.: X-B-[1]	 


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
the Trust Fund with respect to the Class X-B Certificates. The Trust Fund consists primarily of 2 promissory notes secured by certain
Collateral held in trust by the Trustee evidencing a componentized fixed rate loan (the “Mortgage Loan”). The
Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust
and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class B, Class C, Class
D, Class E, Class F, Class G, Class HRR,


 





 



 





4
       The Pass-Through Rate on the Class X-B Certificates for any Certificate Interest Accrual
Period will be a per annum variable rate and, for each Distribution Date, will equal the weighted average of the Class X
Strip Rates for the Class B and Class C Certificates, weighted on the basis of their respective Certificate Balances outstanding
immediately prior to that Distribution Date. The initial Pass-Through Rate applicable to the Class X-B Certificates for the initial
Distribution Date is [____]%.


 


5
       The Notional Amount of the Class X-B Certificates will equal the aggregate Certificate
Balance of the Class B and Class C Certificates.


 


6
       For Certificate sold in reliance on Rule 144A only.


 


7
       For Regulation S Global Certificate only.


 


8
       For IAI Certificates.


 






     Exhibit A-2-4


     


    

 


Class R and Class ELP Certificates (collectively with the Class X-B Certificates, the
“Certificates”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th day of each calendar month, or
if such 4th day is not a Business Day, then the next succeeding Business Day, commencing in March 2020 (each such date, a “Distribution
Date”), to the Person in whose name this Certificate is registered as of the related Record Date, as such term is defined
in the Trust and Servicing Agreement, 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 and any Spread Maintenance
Payments and any other amounts, if any, allocable to the Class X-B Certificates for such Distribution Date, all as more fully described
in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request
for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


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. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this


 






     Exhibit A-2-5


     


    

 


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.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer,
the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and
Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special
Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates representing not less than
51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust as a grantor trust under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent
set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax
returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time
as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing
Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the final


 






     Exhibit A-2-6


     


    

 


payment on the Certificates
and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale
of the Mortgage Loan in accordance with the Intercreditor Agreement or the Trust and Servicing Agreement, as applicable) or the
liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event
shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death
of the last survivor of the descendants of Joseph P. Kennedy, the late United States Ambassador to the Court of St. James’s,
living on the date of the Trust and Servicing Agreement.


 


Unless the certificate
of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 




     Exhibit A-2-7


     


    


 

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class X-B Certificates referred to in the Trust and Servicing Agreement.


 


Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


     Exhibit A-2-8


     


    

 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global
Certificate] have been made:


 


	Date of
 Exchange	 	 	 	National
 Amount
 Prior to
 Exchange or
 Payment	 	 	 	National
 Amount
 Exchanged	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 National 
 Amount
 Following
 Such
 Exchange	 	 	 	Notation
 Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Exhibit A-2-9


     


    

 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



     Exhibit A-2-10


     


    



 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:




 



     Exhibit A-2-11


     


    



 

EXHIBIT A-3


 


FORM OF CLASS C CERTIFICATES


 


CLASS C


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE


 





 



 





1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
       Global Certificate legend.


 






     Exhibit A-3-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASER, THE
TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS


 






     Exhibit A-3-2


     


    

 


CERTIFICATE, UNLESS (A) SUCH PERSON
IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT
CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT
VIOLATION OF SIMILAR LAW).


 


THIS CLASS C CERTIFICATE IS SUBORDINATED
TO THE CLASS B AND CLASS X-B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.


 




     Exhibit A-3-3


     


    


 


J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
TRUST 2020-LOOP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2020-LOOP, CLASS C


 


	Pass-Through Rate: [_____]% per annum	 
	First Distribution Date: March 6, 2020	 
	Aggregate Initial Certificate Balance of the Class C Certificates: $17,000,000	Rated Final Distribution Date:

December 2038
	 	 
	
        CUSIP: [[______]]

        ISIN: [[______]]

        

        Common Code: [__]4

         
	Initial Certificate Balance of this

Certificate: $[__] 
	
        CUSIP: [[______]]

        ISIN: [[______]]

        

        Common Code: [__]5

        

        

         

        CUSIP: [[_______]]

        ISIN: [[______]]6

         

        No.: C-[1]

         
	 


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
the Trust Fund with respect to the Class C Certificates. The Trust Fund consists primarily of 2 promissory notes secured by certain
Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund was
created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class B, Class X-B, Class D, Class
E, Class F, Class G, Class HRR, Class R and Class ELP Certificates (collectively with the Class C Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells


 





 



 





4
       For Certificate sold in reliance on Rule 144A only.


 


5
       For Regulation S Global Certificate only.


 


6
       For IAI Certificates.


 






     Exhibit A-3-4


     


    

 


Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination
Date, beginning in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the calendar month
preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable and any Prepayment Premiums and any other amounts allocable to the Class C Certificates for such Distribution Date,
all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


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. 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.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of


 






     Exhibit A-3-5


     


    

 


the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor,
the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer,
the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer,
the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and
Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special
Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates representing not less than
51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust as a grantor trust under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent
set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax
returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time
as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing
Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates
and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale
of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other
Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the Trust and Servicing
Agreement continue beyond the expiration of twenty-one years from the


 






     Exhibit A-3-6


     


    

 


death of the last survivor of the descendants of Joseph P.
Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution of the Trust and
Servicing Agreement.


 


Unless the certificate
of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 




     Exhibit A-3-7


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class C Certificates referred to in the Trust and Servicing Agreement.


 


Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


     Exhibit A-3-8


     


    

 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:

 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


     Exhibit A-3-9


     


    

 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



     Exhibit A-3-10


     


    



 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:




 



     Exhibit A-3-11


     


    



 

EXHIBIT A-4


 


FORM OF CLASS D CERTIFICATES


 


CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE


 





 



 





1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
       Global Certificate legend.


 






     Exhibit A-4-1


     


    

 


ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASER, THE
TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS
CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER
PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
(“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS


 






     Exhibit A-4-2


     


    

 


CERTIFICATE, UNLESS (A) SUCH PERSON
IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT
CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A SIMILAR NON-EXEMPT
VIOLATION OF SIMILAR LAW).


 


THIS CLASS D CERTIFICATE IS SUBORDINATED
TO THE CLASS B, CLASS X-B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED
TO HEREIN.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.


 




     Exhibit A-4-3


     


    


 


J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES
TRUST 2020-LOOP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2020-LOOP, CLASS D


 


	Pass-Through Rate: [_____]% per annum	 
	First Distribution Date: March 6, 2020	 
	Aggregate Initial Certificate Balance of the Class D Certificates: $20,100,000	Rated Final Distribution Date:

December 2038
	 	 
	
        CUSIP: [[_____]]

        ISIN: [[_____]]

        

        Common Code: [__]4

         
	Initial Certificate Balance of this

Certificate: $[__]
	
        CUSIP: [[______]]

        ISIN: [[_______]]

        

        Common Code: [__]5

        

        

         

        CUSIP: [[______]]

        ISIN: [[_____]]6

         

        No.: D-[1]

         
	 


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
the Trust Fund with respect to the Class D Certificates. The Trust Fund consists primarily of 2 promissory notes secured by certain
Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund was
created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class B, Class X-B, Class C, Class
E, Class F, Class G, Class HRR, Class R and Class ELP Certificates (collectively with the Class D Certificates, the “Certificates”;
the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells


 





 



 





4
       For Certificate sold in reliance on Rule 144A only.


 


5
       For Regulation S Global Certificate only.


 


6
       For IAI Certificates.


 






     Exhibit A-4-4


     


    

 


Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination
Date, beginning in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate
is registered as of the related Record Date, which will be the close of business on the last Business Day of the calendar month
preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro rata share (based
on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable and any Prepayment Premiums and any other amounts allocable to the Class D Certificates for such Distribution Date,
all as more fully described in the Trust and Servicing Agreement.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date,
by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the
United States and having appropriate facilities therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the
interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities
of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


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. 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.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of


 






     Exhibit A-4-5


     


    

 


the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor,
the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and
for all other purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer,
the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer,
the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. The Trust and
Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special
Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates representing not less than
51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders. In addition, no amendment may be made under the Trust and Servicing Agreement
without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party
requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either
the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust as a grantor trust under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation
of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent
set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax
returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time
as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing
Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates
and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale
of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other
Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the Trust and Servicing
Agreement continue beyond the expiration of twenty-one years from the


 






     Exhibit A-4-6


     


    

 


death of the last survivor of the descendants of Joseph P.
Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution of the Trust and
Servicing Agreement.


 


Unless the certificate
of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be
valid for any purpose.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 




     Exhibit A-4-7


     


    

 

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class D Certificates referred to in the Trust and Servicing Agreement.


 


Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


     Exhibit A-4-8


     


    

 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:

 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  


     Exhibit A-4-9


     


    

 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



     Exhibit A-4-10


     


    



 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:




 



     Exhibit A-4-11


     


    





 





EXHIBIT
A-5


 


FORM
OF CLASS E CERTIFICATES


 


CLASS
E


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 





 



 


1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
       Global Certificate legend.



 



    Exhibit A-5-1


     

    

 


 ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION
PROVIDER, THE INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS


 



    Exhibit A-5-2


     

    

 


 CERTIFICATE, OTHER THAN AN INSURANCE
COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING
OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA
AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR, IN THE CASE OF A PLAN
SUBJECT TO SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATES WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


 


THIS
CLASS E CERTIFICATE IS SUBORDINATED TO THE CLASS B, CLASS X-B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH
IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    Exhibit A-5-3


     

    

 





J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-LOOP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2020-LOOP, CLASS E


 


	Pass-Through
    Rate: [_____]% per annum	 	 
	 	 	 
	First
    Distribution Date: March 6, 2020	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class E Certificates: $34,200,000	 	Rated
    Final Distribution Date: December 2038
	 	 	 
	CUSIP:
[[_____]]

ISIN: [[______]] 

        Common
Code: [__]4 
	 	Initial
    Certificate Balance of this Certificate: $[_]
	 	 	 
	CUSIP:
[[_____]]

ISIN: [[______]] 

        Common
Code: [__]5

         


         

        CUSIP:
        [[______]]

        ISIN: [[_______]]6

         

        No.:
E-[1] 
	 	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class E Certificates. The Trust Fund consists primarily of 2 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class B, Class
X-B, Class C, Class D, Class F, Class G, Class HRR, Class R and Class ELP Certificates (collectively with the Class E Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of February 5,
2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells


 





 



 


4
       For Certificate sold in reliance on Rule 144A only.


 


5
       For Regulation S Global Certificate only.


 


6
       For IAI Certificates.



 


 



    Exhibit A-5-4


     

    

 


Fargo Bank, National
Association, as Certificate Administrator and as Trustee and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, beginning in March 2020 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Prepayment Premiums and any other amounts allocable to the Class E Certificates for such
Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


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. 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.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of


 



    Exhibit A-5-5


     

    

 


the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator,
the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust
and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Operating
Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator,
the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust as
a grantor trust under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other
than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator,
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for
such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to
the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the final
payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including,
without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust
created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the


 



    Exhibit A-5-6


     

    

 


death of the last survivor
of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date
of execution of the Trust and Servicing Agreement.


 


Unless
the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 






    Exhibit A-5-7


     

    

 




 

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class E Certificates referred to
in the Trust and Servicing Agreement.


 


Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    Exhibit A-5-8


     

    
 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges
of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate]
have been made:

 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  


    Exhibit A-5-9


     

    
 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



    Exhibit A-5-10


     

    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:




 



    Exhibit A-5-11


     

    


   





EXHIBIT
A-6


 


FORM
OF CLASS F CERTIFICATES


 


CLASS
F


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE GUARANTOR, THE BORROWER SPONSOR, THE MORTGAGE
LOAN BORROWERS, THE SERVICER, THE SPECIAL SERVICER,


 





 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.



 



    Exhibit A-6-1


     

    

 


 THE OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL
PURCHASER, THE SPONSORS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE
COMPANY USING ASSETS OF AN


 



    Exhibit A-6-2


     

    

 


 INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING
OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA
AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR, IN THE CASE OF A PLAN
SUBJECT TO SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATES WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


 


THIS
CLASS F CERTIFICATE IS SUBORDINATED TO THE CLASS B, CLASS X-B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT
SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    Exhibit A-6-3


     

    

 





J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-LOOP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2020-LOOP, CLASS F


 


	Pass-Through
    Rate: [_____]% per annum	 	 
	 	 	 
	First
    Distribution Date: March 6, 2020	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class F Certificates: $44,300,000	 	Rated
    Final Distribution Date: December 2038
	 	 	 
	CUSIP:
[[_______]] 

        ISIN:
[[_______]] 

        Common
Code: [_____]4

         


         

        CUSIP:
[[_______]] 
	 	Initial
    Certificate Balance of this

    Certificate: $[______][QIB]

                       $[______][Reg S]

                       $[______][IAI]
	ISIN:
[[______]] 

        Common
        Code: [_____]5

         

        CUSIP:
[[_______]] 

        ISIN:
[[_______]]6


         
	 	 
	 	 	 
	No.:
    F-[1]	 	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class F Certificates. The Trust Fund consists primarily of a 2 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class B, Class
X-B, Class C, Class D, Class E, Class G, Class HRR, Class R and Class ELP Certificates (collectively with the Class F Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of February
5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, 


 


 






 


4
For Certificates sold in reliance on Rule 144A only.


 


5
Regulation S Global Certificate only.


 


6
For IAI Certificates.



 



    Exhibit A-6-4


     

    

 


KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
each Determination Date, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the month preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount
of principal and interest, any Prepayment Premiums then distributable, if any, and any other amounts distributable to the Class
F Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions,
at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor. The
final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate
at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between the terms specified in this Certificate
and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. 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.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated


 



    Exhibit A-6-5


     

    

 


transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any
agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator,
the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust as
a grantor trust under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates
(other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records and other than the indemnification rights and obligations of the
parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates
or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Intercreditor
Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other
Collateral for the Mortgage Loan; provided, however, that in no event shall the Trust continue beyond the expiration
of 21 years from the death of the last survivor of the descendants


 



    Exhibit A-6-6


     

    

 


of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 






    Exhibit A-6-7


     

    

   

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class F Certificates referred to
in the Trust and Servicing Agreement.


 


Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    Exhibit A-6-8


     

    
 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S
Global Certificate] [Regulation S Global Certificate] [Definitive Certificate] have been made:


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  


    Exhibit A-6-9


     

    
 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



    Exhibit A-6-10


     

    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:




 



    Exhibit A-6-11


     

    


  





EXHIBIT
A-7


 


FORM
OF CLASS G CERTIFICATES


 


CLASS
G


 


[THIS
CERTIFICATE IS A TEMPORARY REGULATION S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMENDED (THE “SECURITIES ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY
INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED, EXCEPT AS PERMITTED UNDER THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO
BENEFICIAL OWNERS OF THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE TRUST AND SERVICING AGREEMENT.]1


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]2


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE GUARANTOR, THE BORROWER SPONSOR, THE MORTGAGE
LOAN BORROWERS, THE SERVICER, THE SPECIAL SERVICER,


 





 



 


1
Temporary Regulation S Global Certificate legend.


 


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


3
Global Certificate legend.



 



    Exhibit A-7-1


     

    

 


 THE OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE INITIAL
PURCHASER, THE SPONSORS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE MORTGAGE LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE
COMPANY USING ASSETS OF AN


 



    Exhibit A-7-2


     

    

 


 INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING
OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA
AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR, IN THE CASE OF A PLAN
SUBJECT TO SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATES WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


 


THIS
CLASS G CERTIFICATE IS SUBORDINATED TO THE CLASS B, CLASS X-B, CLASS C, CLASS D, CLASS E AND CLASS F CERTIFICATES AS AND TO THE
EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    Exhibit A-7-3


     

    

 





J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-LOOP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2020-LOOP, CLASS G


 


	Pass-Through
    Rate: [_____]% per annum	 	 
	 	 	 
	First
    Distribution Date: March 6, 2020	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class G Certificates: $4,300,000	 	Rated
    Final Distribution Date: N/A
	 	 	 
	CUSIP:
[[_______]] 

        ISIN:
[[_______]] 

        Common
Code: [___]4

         


         

        CUSIP:
[[_______]] 
	 	Initial
    Certificate Balance of this

    Certificate: $[______][QIB]
                    $[______][Reg S]
                    $[______][IAI]
	ISIN:
[[______]] 

        Common
        Code: [_____]5

         

        CUSIP:
[[_______]] 

        ISIN:
[[_______]]6

         


         
	 	 
	No.:
    G-[1]	 	 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from a Trust Fund with respect to the Class G Certificates. The Trust Fund consists primarily of a three notes secured
by certain Collateral held in trust by the Certificate Administrator on behalf of the Trustee issued by multiple special purpose
entities evidencing a fixed rate loan (the “Mortgage Loan”). The Trust Fund was created, and the Mortgage Loan
is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby.
Also issued under the Trust and Servicing Agreement are the Class B, Class X-B, Class C, Class D, Class E, Class F, Class HRR,
Class R and Class ELP Certificates (collectively with the Class G Certificates, the “Certificates”; the Holders
of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of February
5, 2020 (the “Trust and Servicing Agreement”), 


 





 



 


4
For Certificates sold in reliance on Rule 144A only.


 


5
Regulation S Global Certificate only.


 


6
For IAI Certificates.



 



    Exhibit A-7-4


     

    

 


by and among J.P. Morgan Chase Commercial Mortgage Securities
Corp., as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
each Determination Date, commencing in March 2020 (each such date, a “Distribution Date”), to the Person in
whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the month preceding the calendar month in which the applicable Distribution Date occurs, an amount equal to such Person’s
pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount
of principal and interest, any Prepayment Premiums then distributable, if any, and any other amounts distributable to the Class
G Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that the Certificate Administrator has received appropriate wire transfer instructions,
at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account
of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor. The
final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate
at the location that is specified by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between the terms specified in this Certificate
and terms specified in the Trust and Servicing Agreement, the terms of the Trust and Servicing Agreement shall govern.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. 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.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for
registration of transfer of any Certificate, the


 



    Exhibit A-7-5


     

    

 


Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Servicer, the Special Servicer, the Certificate
Administrator, the Certificate Registrar, and any agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator
or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate
for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever,
and none of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar, nor any
agent of the Trustee, the Servicer, the Special Servicer, the Certificate Administrator or the Certificate Registrar shall be
affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator,
the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust as
a grantor trust under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Depositor and the Trustee created thereby with respect to the Certificates
(other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the Trust Fund for
such period of time as it maintains its own books and records, and other than the indemnification rights and obligations of the
parties thereto) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution
Date pursuant to Article 9 of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates
or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Intercreditor
Agreement or the Trust and Servicing Agreement, as applicable) or the liquidation or abandonment of the Property and all other
Collateral for the Mortgage Loan; provided, however, that in no event shall the Trust continue beyond the expiration
of 21 years from the death of the last survivor of the descendants


 



    Exhibit A-7-6


     

    

 


of Joseph P. Kennedy, the late ambassador of the United States
to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 






    Exhibit A-7-7


     

    

 




 

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class G Certificates referred to
in the Trust and Servicing Agreement.


 


Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    Exhibit A-7-8


     

    
 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S
Global Certificate] [Regulation S Global Certificate] [Definitive Certificate] have been made:


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit A-7-9


     

    
 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



    Exhibit A-7-10


     

    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:




 



    Exhibit A-7-11


     

    


  





EXHIBIT
A-8


 


FORM
OF CLASS HRR CERTIFICATES


 


CLASS
HRR


 


THIS
CERTIFICATE IS SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERS, HEDGING AND PLEDGING PURSUANT TO THE CREDIT RISK RETENTION RULES.
THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR
AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE TRUST AND SERVICING
AGREEMENT. THE CERTIFICATE REGISTRAR SHALL REFUSE TO REGISTER THE TRANSFER OF THIS CERTIFICATE UNLESS SUCH TRANSFER IS IN ACCORDANCE
WITH SECTION 5.3(p) OF THE TRUST AND SERVICING AGREEMENT.


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RISK RETENTION PERIOD: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[FOR
BOOK-ENTRY CERTIFICATES AND SOLELY FOLLOWING THE RISK RETENTION PERIOD: TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED
TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS
OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5


 





 



 


1
       Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


 


2
       Book-Entry Certificate legend.



 



    Exhibit A-8-1


     

    

 


 INFORMATION
PROVIDER, THE INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE
UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE TRUST AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR
ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE
COMPANY USING ASSETS OF AN


 



    Exhibit A-8-2


     

    

 


 INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND SUBSEQUENT HOLDING
OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA
AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, OR, IN THE CASE OF A PLAN
SUBJECT TO SIMILAR LAW, WHERE THE ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATES WILL NOT CONSTITUTE OR RESULT IN A
NON-EXEMPT VIOLATION UNDER SIMILAR LAW.


 


THIS
CLASS HRR CERTIFICATE IS SUBORDINATED TO THE CLASS B, CLASS X-B, CLASS C, CLASS D, CLASS E, CLASS F AND CLASS G CERTIFICATES AS
AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 






    Exhibit A-8-3


     

    

 





J.P.
MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-LOOP

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2020-LOOP, CLASS HRR


 


	Pass-Through
    Rate: VARIABLE IN ACCORDANCE WITH THE TRUST AND SERVICING AGREEMENT	 	 
	 	 	 
	First
    Distribution Date: March 6, 2020	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class HRR Certificates: $8,300,000	 	Rated
    Final Distribution Date: N/A

	 	 	 
	CUSIP:
        [[_____]]

        ISIN: [[______]]3

         
	 	Initial
    Certificate Balance of this

    Certificate: $[__]

     
	CUSIP:
        [[______]]

        ISIN: [[______]]4

         

        No.:
HRR-[1] 
	 	 


 


This
certifies that [_____] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to
be made from the Trust Fund with respect to the Class HRR Certificates. The Trust Fund consists primarily of 2 promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class B, Class
X-B, Class C, Class D, Class E, Class F, Class G, Class R and Class ELP Certificates (collectively with the Class HRR Certificates,
the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively
referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of February 5,
2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 





 



 


3
       For Certificate sold in reliance on Rule 144A only.


 


4
       For IAI Certificates.



 






    Exhibit A-8-4


     

    

 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after
the Determination Date, beginning in March 2020 (each such date, a “Distribution Date”), to the Person in whose
name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day
of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro
rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal
and interest then distributable and any Prepayment Premiums and any other amounts allocable to the Class HRR Certificates for
such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


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. 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.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Operating
Advisor, the Servicer, the Special Servicer, the


 



    Exhibit A-8-5


     

    

 


Certificate Registrar, and any agent of the Trustee, the Certificate Administrator,
the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust
and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Operating
Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator,
the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates
representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing
Agreement or of modifying in any manner the rights of the Certificateholders. In addition, no amendment may be made under the
Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel,
at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax
on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust as
a grantor trust under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other
than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution
Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator
to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for
such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to
the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the final
payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including,
without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment
of the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust
created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor
of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date
of execution of the Trust and Servicing Agreement.


 






    Exhibit A-8-6


     

    

 


Unless
the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing
Agreement or be valid for any purpose.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 






    Exhibit A-8-7


     

    

 




 

IN WITNESS WHEREOF, the Certificate Administrator has caused
this Certificate to be duly executed.


 

Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Officer



 


Certificate of Authentication


 


This is one of the Class HRR Certificates referred
to in the Trust and Servicing Agreement.


 


Dated: February 5, 2020

	 	 
	 	WELLS
                    FARGO BANK, NATIONAL ASSOCIATION, 

not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Officer


 


    Exhibit A-8-8


     

    
 

SCHEDULE A


 


SCHEDULE OF EXCHANGES


 


The following payments of principal and exchanges of a part of this Definitive Certificate have been made:


 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  


    Exhibit A-8-9


     

    
 



ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________
(please print or typewrite name(s) and address(es), including postal zip
code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within
Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register
of the Trust.


 


I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest
represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date: __________________





	 	 	 
	 	Signature by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer Identification Number:
    _________


 



    Exhibit A-8-10


     

    


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should include the following for purposes of distribution:


 

Address of the Assignee(s) for the purpose
of receiving notices and distributions:
_____________________________________________________________.


 


Distributions, if being
made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________
account number ____________________.


 


This information is provided
by _____________________________________________________ the Assignee(s) named above, or ________________________________________________ as
its (their) agent.


 







	 	By:	 
	 	 	[Please print or type name(s)]


 

	 	Title:	 
	 	 
	 	Taxpayer Identification Number:




 



    Exhibit A-8-11


     

    




 


EXHIBIT A-9

 

FORM OF CLASS R CERTIFICATES

 

CLASS R

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.

 

THIS CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE 

 



Exhibit A-9-1



 


 


DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.  EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE TRUST AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT.  ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS IN ANY PURPORTED TRANSFEREE.  BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE “NON-ECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES.  IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.

 



Exhibit A-9-2




 




 



J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-LOOP
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-LOOP, CLASS R

 

	
Pass-Through Rate:  N/A

	
 


	 	 
	
First Distribution Date:  N/A

	
 


	 	 
	
Percentage Interest of the Class R Certificates:  100%

	
Rated Final Distribution Date: N/A


	 	 
	
CUSIP:  [[______]]
ISIN:  [[_______]]1

 

CUSIP:  [[______]]
ISIN:  [[_____]]2

 

CUSIP: [[______]]
ISIN: [[________]]3

 

No.:  R-[1]

	
 




 

This certifies that [_____] is the registered owner of the percentage interest evidenced by this Certificate in the distributions to be made from the Trust Fund with respect to the Class R Certificates.  The Trust Fund consists primarily of 2 promissory notes secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).  The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby.  Also issued under the Trust and Servicing Agreement are the Class B, Class X-B, Class C, Class D, Class E, Class F, Class G, Class HRR and Class ELP Certificates (collectively with the Class R Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement dated as of February 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge

 


 



 


1     For Certificate sold in reliance on Rule 144A only.

 

2     Regulation S Global Certificate only.

 

3     For IAI Certificates.

 



Exhibit A-9-3



 


 


Lender Services LLC, as Operating Advisor. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.

 

Pursuant to the terms of the Trust and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) and to the extent and subject to the limitations set forth in the Trust and Servicing Agreement, on the Distribution Date to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs or, in the case of the first Distribution Date, the Closing Date.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator.  In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.

 

Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the

 



Exhibit A-9-4



 


 


Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust as a grantor trust under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.

 

Unless the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage

 



Exhibit A-9-5



 


 


Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 

The Holder of the Class R Certificates holding the largest Percentage Interest therein shall be the “partnership representative” (within the meaning of Code Section 6223 of the Upper-Tier REMIC and Lower-Tier REMIC.  The Class R Certificateholders, by acceptance of the Class R Certificates, agree, on behalf of themselves and all successor holders of such Class R Certificates, to the irrevocable appointment of the Certificate Administrator as the “partnership representative” for the Upper-Tier REMIC and the Lower-Tier REMIC.

 

Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual Ownership Interest are expressly subject to the following provisions:

 

(i)    Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.  Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee.  Any acquisition of a Residual Ownership Interest by a Person who is not a Permitted Transferee or by a Person who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership Interest as fully as possible.

 

(ii)   No Residual Ownership Interest may be transferred, and no such transfer shall be registered in the Certificate Register, without the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed Transfer shall not be effective, without such consent with respect thereto.  In connection with any proposed Transfer of any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the form attached as Exhibit J-1 to the Trust and Servicing Agreement (a “Transferee Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of such proposed transferee or any other U.S. Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed

 



Exhibit A-9-6



 


 


transferee has actual knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of Section 5.3(n) of the Trust and Servicing Agreement and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from the proposed transferor substantially in the form attached as Exhibit J-2 to the Trust and Servicing Agreement (the “Transferor Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are false.

 

(iii)  Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register; provided, however, the Certificate Registrar shall not be required to conduct any independent investigation to determine whether a proposed transferee is a Permitted Transferee.  Upon notice to the Certificate Registrar that there has occurred a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish to the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application of Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer.  At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such agent referred to above; provided, however, such Persons shall in no event be excused from furnishing such information.

 

(iv)  The Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs and the Certificate Administrator shall act in accordance with such requirement. 

 



Exhibit A-9-7



 


 


IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated: February 5, 2020

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Certificate Administrator


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class R Certificates referred to in the Trust and Servicing Agreement.

 

Dated: February 5, 2020

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 



Exhibit A-9-8



 


 


SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following payments of principal and exchanges of a part of this Rule 144A Definitive Certificate have been made:

 





	Date of
 Exchange or
 Payment of
 Principal	 	 	 	Certificate
 Balance
 Prior to
 Exchange or
 Payment	 	 	 	Certificate
 Balance
 Exchanged
 or Principal
 Payment
 Made	 	 	 	Type of
 Certificate
 Exchanged
 for	 	 	 	Remaining
 Certificate
 Balance
 Following
 Such
 Exchange or
 Payment	 	 	 	Notation
 Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-	 	 	 	-
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  



Exhibit A-9-9



 


ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
Date: __________________

	
 




	
 

	
 

	
 


	
 

	
Signature by or on behalf of


	
 

	
Assignor(s):


	
 

	
 

	
 


	
 

	
 


	
 

	
Taxpayer Identification Number: _________




 



Exhibit A-9-10



 


 


DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the Assignee(s) for the purpose of receiving notices and distributions:
_____________________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________.

 

This information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent.

 

	
 

	
By:

	
 


	
 

	
 

	
[Please print or type name(s)]




 

	
 

	
Title:

	
 


	
 

	
 


	
 

	
Taxpayer Identification Number:




 



Exhibit A-9-11



 


 


EXHIBIT A-10

 

FORM OF CLASS ELP CERTIFICATES

 

CLASS ELP

 

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, BORROWER SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE CUSTODIAN, THE OPERATING ADVISOR, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASER, THE TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES.  NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.

 

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW.  THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” (A “QIB”), WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.

 

THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.

 

TRANSFERS AND EXCHANGES OF PORTIONS OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.

 



Exhibit A-10-1




 




 

J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES TRUST 2020-LOOP
COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 2020-LOOP, CLASS ELP

 

	
Pass-Through Rate: N/A

	
 


	 	 
	
First Distribution Date: March 6, 2020

	
 


	 	 
	
Original Aggregate Class ELP Certificate Percentage Interest:  100%

	
Rated Final Distribution Date: N/A


	 	 
	
CUSIP: [[_______]]

ISIN: [[_______]]1



 

CUSIP: [[_______]]

	
Initial Class ELP Certificate Percentage Interest of this Class ELP Certificate:  [___]


	
ISIN:    [[______]]2

 

CUSIP: [[_______]]

ISIN: [[_______]]3



	
 


	 	 
	
No.:  ELP-[1]

	
 




 

This certifies that [_____] is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from a Trust Fund with respect to the Class ELP Certificates.  The Trust Fund consists primarily of a 2 promissory notes secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).  The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust and Servicing Agreement (as defined below).  The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Trust and Servicing Agreement and is bound thereby.  Also issued under the Trust and Servicing Agreement are the Class B, Class X-B, Class C, Class D, Class E, Class F, Class G, Class HRR and Class R Certificates (collectively with the Class ELP Certificates, the “Certificates”; the Holders of Certificates issued under the Trust and Servicing Agreement are collectively referred to herein as “Certificateholders”).

 

This Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of February 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge

 


 



 

1 For Certificates sold in reliance on Rule 144A only.

 

2 Regulation S Global Certificate only.

 

3 For IAI Certificates.

 



Exhibit A-10-2



 


 


Lender Services LLC, as Operating Advisor.  To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.

 

Pursuant to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the 4th Business Day after the Determination Date, beginning in March 2020 (each such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the calendar month preceding the month in which such Distribution Date occurs, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable and any Prepayment Premiums and any other amounts allocable to the Class ELP Certificates for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.

 

All distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution Date, by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate facilities therefor.  The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice to Certificateholders of such final distribution.

 

This Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.

 

This Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust and Servicing Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate Administrator. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the Trust and Servicing Agreement shall control.

 

This Certificate represents an undivided beneficial interest in a portion of the Grantor Trust. 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.

 

As provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.

 



Exhibit A-10-3



 


 


Prior to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar shall be affected by any notice to the contrary.

 

The Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor, without the consent of any of the Certificateholders, in certain circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement.  The Trust and Servicing Agreement may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Trustee and the Operating Advisor with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.  In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify REMIC under the Code.

 

The Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee and the Operating Advisor created with respect to the Certificates (other than the obligation of the Certificate Administrator to make certain payments to Certificateholders after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates and the Uncertificated Lower-Tier Interests or (ii)  the liquidation of the Mortgage Loan (including, without limitation, the sale of the Mortgage Loan pursuant to the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Mortgage Loan, provided, however, that in no event shall the trust created by the Trust and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late United States ambassador to the Court of St. James’s, living on the date of execution of the Trust and Servicing Agreement.

 



Exhibit A-10-4



 


 


Unless the certificate of authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Trust and Servicing Agreement or be valid for any purpose.

 

The Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates or the Mortgage Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and Servicing Agreement.

 



Exhibit A-10-5




 




 

 

IN WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.

 

Dated: February 5, 2020

 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Certificate Administrator


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 

Certificate of Authentication

 

This is one of the Class ELP Certificates referred to in the Trust and Servicing Agreement.

 

Dated: February 5, 2020

 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION, 
not in its individual capacity but solely as Authenticating Agent


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Authorized Officer




 



Exhibit A-10-6



 


 


SCHEDULE A

 

SCHEDULE OF EXCHANGES

 

The following exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global Certificate] [Regulation S Global Certificate] [Definitive Certificate] have been made:

 

	
Date of
Exchange or
Payment of
Principal

	
 

	
 

	
 

	
Certificate
Balance
Prior to
Exchange or
Payment

	
 

	
 

	
 

	
Certificate
Balance
Exchanged
or Principal
Payment
Made

	
 

	
 

	
 

	
Type of
Certificate
Exchanged
for

	
 

	
 

	
 

	
Remaining
Certificate
Balance
Following
Such
Exchange or
Payment

	
 

	
 

	
 

	
Notation
Made by


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 




 



Exhibit A-10-7



 


 


ASSIGNMENT

 

FOR VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto __________________________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust.

 

I (we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:

 

	
 

	
 


	
 

	
 


	
 

	
 


	
 

	
 


	
Date: __________________

	
 




	
 

	
 

	
 


	
 

	
Signature by or on behalf of


	
 

	
Assignor(s):


	
 

	
 

	
 


	
 

	
 


	
 

	
Taxpayer Identification Number: _________




 



     Exhibit A-10-8


     


    

 


DISTRIBUTION INSTRUCTIONS

 

The Assignee(s) should include the following for purposes of distribution:

 

Address of the Assignee(s) for the purpose of receiving notices and distributions:
_____________________________________________________________________.

 

Distributions, if being made by wire transfer in immediately available funds, to ____________________________ for the account of __________________________ account number ____________________.

 

This information is provided by _______________________________________ the Assignee(s) named above, or ________________________________________________ as its (their) agent.

 

	
 

	
By:

	
 


	
 

	
 

	
[Please print or type name(s)]




 

	
 

	
Title:

	
 


	
 

	
 


	
 

	
Taxpayer Identification Number:




 



     Exhibit A-10-9


     


    

 



EXHIBIT
B


 


FORM OF REQUEST FOR RELEASE

(for Certificate Administrator)


 


	Loan Information
	 	Name of Mortgagor:	

	 	[Servicer] [Special Servicer] Loan No.:	

	Certificate Administrator
	 	Name:	Wells Fargo Bank, National Association
	 	Address:	Wells Fargo Bank, National Association

1055 10th Avenue SE

Minneapolis, MN 55414

Attention:  CTS – Document Custody Group

                  JPMCC 2020-LOOP
	 	Custodian/Certificate Administrator  Mortgage File No.:	

	Depositor
	 	Name:	J.P. Morgan Chase Commercial Mortgage Securities Corp.
	 	Address:	
        383 Madison Avenue,
8th Floor, New York, New York 10179, Attention: Kunal K. Singh

	 	Certificates:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP


 


The undersigned [Servicer]
[Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as certificate administrator (the “Certificate
Administrator”), for the Holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP, the documents referred to below (the “Documents”).
All capitalized terms not otherwise defined in this Request for Release shall have the meanings given them in the Trust and Servicing
Agreement dated as of February 5, 2020, by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate


 






     Exhibit B-1


     


    

 


Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor (the “Trust
and Servicing Agreement”).


 


		( )	Note dated January 22, 2020, in the original principal
sum of $______, made by _______, payable to, or endorsed to the order of, the Trustee.



 


		( )	Mortgage(s) recorded on ____________ as instrument no.
________ in the County Recorder’s Office of the County of _________, State of ___________ in book/reel/docket ___________
of official records at page/image ________.



 


		( )	Deed of Trust(s) recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.



 


		( )	Deed to Secure Debt recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.



 


		( )	Other documents, including any amendments, assignments
or other assumptions of the Note or Mortgages.



 


		( )	___________________________



 


		( )	___________________________



 


		( )	___________________________



 


		( )	___________________________



 


The undersigned [Servicer]
[Special Servicer] hereby acknowledges and agrees as follows:


 


(1)       The
[Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely
for the purposes provided in the Trust and Servicing Agreement.


 


(2)       The
[Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens,
security interests, charges, writs of attachment or other impositions nor shall the [Servicer] [Special Servicer] assert or seek
to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the
Trust and Servicing Agreement.


 


(3)       The
[Servicer] [Special Servicer] shall return the Documents to the Certificate Administrator when the need therefor no longer exists,
unless the Mortgage Loan has been liquidated or the Mortgage Loan has been paid in full and the proceeds thereof have been remitted
to the Collection Account except as expressly provided in the Trust and Servicing Agreement.


 






     Exhibit B-2


     


    

 


(4)       The
Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be held for the account
of the Trustee, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property in
the [Servicer’s] [Special Servicer’s] possession, custody or control.


 


	 	[Servicer] [Special Servicer]
	 	 	 
		By:	 
	 	 	Name:

Title:



 


	 	Acknowledged and agreed:
	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 
		By:	 
	 	 	Name:

Title:



 


Date: _________


 




     Exhibit B-3


     


    


 


EXHIBIT
C


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(c) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor





MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CMBS – JPMCC 2020-LOOP


 


		Re:	J.P. Morgan
                                         Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-LOOP



 


Reference is hereby made
to the Trust and Servicing Agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S
Global Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository
in the name of [Euroclear] [Clearstream]* (Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under
the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the Certificates was not made to a person in the United States;


 





 



 





*        Select
appropriate depository.


 






     Exhibit C-1


     


    

 


[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**


 


(3)          no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation
S, as applicable; and


 


(4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Operating Advisor, the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer and the Initial Purchasers.


 





 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:



 


Dated: _______


 


cc: J.P. Morgan
Chase Commercial Mortgage Securities Corp.


 





 



 





**        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




     Exhibit C-2


     


    


 


EXHIBIT
D


 


FORM OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(d) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor





MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CMBS – JPMCC 2020-LOOP


 


		Re:	J.P. Morgan
                                         Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-LOOP, Class [__] 



 


Reference is hereby made
to the Trust and Servicing Agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but not
defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S
Global Certificate of such Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and, (i) with respect to transfers
made in reliance on Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)          the offer of the Certificates was not made to a person in the United States,


 






     Exhibit D-1


     


    

 


[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation
S, as applicable, and


 


(4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or (ii) with respect to transfers
made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being
transferred in a transaction permitted by Rule 144 under the Securities Act.**


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Operating Advisor, the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:



 


Dated: ________


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 





 



 





*        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 


**      Select
(i) or (ii), as applicable.


 




     Exhibit D-2


     


    


 


EXHIBIT
E


 


FORM OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.3(e) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor





MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CMBS – JPMCC 2020-LOOP


 


		Re:	J.P. Morgan
                                         Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-LOOP, Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount]of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No.
[______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code
[______]) through the Depository in the name of [insert name of transferor] (the “Transferor”).
The Transferor has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A
Global Certificate of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”)
under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account,
or for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction
meeting the requirements of


 





 



 





*        Select
appropriate depository.


 






     Exhibit E-1


     


    

 


Rule 144A and in accordance with any applicable securities laws of any state of the United States
or other applicable jurisdiction.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Operating Advisor, the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer and the Initial Purchasers.


 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:



 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 




     Exhibit E-2


     


    


 


EXHIBIT
F


 


FORM OF CERTIFICATION TO BE GIVEN BY

BENEFICIAL OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges pursuant to

Section 5.3(f) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor





MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CMBS – JPMCC 2020-LOOP


 


		Re:	J.P. Morgan
                                         Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-LOOP, Class [__]



 


Reference is hereby made to the Trust and
Servicing Agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


[For purposes of acquiring
a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration of the Restricted
Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class specified above,]*
the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate of the Class specified above
issued under the Trust and Servicing Agreement certifies that it is an institution and is not a U.S. Person as defined by Regulation S
under the Securities Act of 1933, as amended.


 


We undertake to advise
you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification relating to the
Certificates of the Class specified above held by you for our account if any applicable statement herein is not correct on such
date, and in the absence of any such notification it may be assumed that this certification applies as of such date.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are


 





 



 





*        Select,
as applicable.


 






     Exhibit F-1


     


    

 


commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor, and the Initial Purchasers.


 


		Dated:	 	 



 


	 	By:	 
			as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.



 




     Exhibit F-2


     


    


 


EXHIBIT
G


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor





MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CMBS – JPMCC 2020-LOOP


 


		Re:	J.P. Morgan
                                         Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-LOOP, Class [__]



 


Reference is hereby made
to the Trust and Servicing Agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Temporary Regulation
S Global Certificate of such Class (CINS No. [______] and ISIN No. [______]) to be held with [Euroclear] [Clearstream]*
(Common Code No. [______]) through the Depository.


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under
the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)          the offer of the Certificates was not made to a person in the United States;


 





 



 





*        Select
appropriate depository.


 






     Exhibit G-1


     


    

 







[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States;]**


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **


 


(3)          no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable; and


 


(4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and the Initial Purchasers.


 





 


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:



 


Dated: ________


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 





 



 





**        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 




     Exhibit G-2


     


    


 


EXHIBIT
H


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor





MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CMBS – JPMCC 2020-LOOP


 


		Re:	J.P. Morgan
                                         Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-LOOP, Class [__]



 


Reference is hereby made to the Trust and
Servicing Agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
Transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such Non-Book Entry Certificates for a beneficial interest in the Regulation S Global
Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Trust and Servicing Agreement and, (i) with respect to transfers
made in reliance on Regulation S (“Regulation S”)
under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)          the offer of the Certificates was not made to a person in the United States,


 






     Exhibit H-1


     


    

 


[(2)         at the time the
buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably
believed and believes that the transferee was outside the United States,]*


 


[(2)         the transaction
was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person
acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *


 


(3)          no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S,
as applicable, and


 


(4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or (ii) with respect to transfers
made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates are being
transferred in a transaction permitted by Rule 144 under the Securities Act.**


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and the Initial Purchasers.


  


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:



 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 





 



 





*        Insert
one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 


**        Select
(i) or (ii), as applicable.


 




     Exhibit H-2


     


    


 


EXHIBIT
I


 


FORM OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange or transfers pursuant to

Section 5.3(g) of the Trust and Servicing Agreement)


 


Wells Fargo Bank, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor





MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CMBS – JPMCC 2020-LOOP


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP, Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-LOOP, Class [__]



 


Reference is hereby made to the Trust and
Servicing Agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used but
not defined herein shall have the meanings given to them in the Trust and Servicing Agreement.


 


This letter relates to
US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of
transferor] (the “Transferor”). The Transferor
has requested an exchange or transfer of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate
of such Class (CUSIP No. [______]).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being exchanged or
transferred in accordance with Rule 144A (“Rule 144A”)
under the Securities Act of 1933, as amended (the “Securities
Act”), to a transferee that the Transferor reasonably believes is purchasing the Certificates for its own account,
or for one or more accounts with respect to which the transferee exercises sole investment discretion, and the transferee and any
such account is a “qualified institutional buyer” within the meaning of Rule 144A in each case in a transaction
meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States
or other applicable jurisdiction.


 






     Exhibit I-1


     


    

 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Operating Advisor and the Initial Purchasers.


  


	 	[Insert Name of Transferor]
	 	 	 
		By:	 
	 	 	Name:

Title:



 


Dated: _______


 


cc: J.P. Morgan Chase Commercial Mortgage Securities
Corp.


 




     Exhibit I-2


     


    


 


EXHIBIT
J-1


 


FORM OF AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Wells Fargo Bank, National Association,

         as Certificate Registrar

600 South 4th Street, 7th Floor





MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CMBS – JPMCC 2020-LOOP


 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP (the “Certificates”)
issued pursuant to the Trust and Servicing Agreement, dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor 



 





	STATE OF	)	 
	 	) 	ss.:
	COUNTY OF	)	 



 


I, [______], under penalties
of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete,
and being first sworn, depose and say that:


 


1.            I am a [______] of [______] (the “Purchaser”),
on behalf of which I have the authority to make this affidavit.


 


2.            The Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage
investment conduits (each, a “REMIC”) designated
as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier
REMIC,” respectively, relating to the Certificates for which an election is to be made under Section 860E
of the Internal Revenue Code of 1986 (the “Code”).


 


3.            The Purchaser is not a “Disqualified Organization”
(as defined below), and that the Purchaser is not acquiring the Class R Certificates for the account of, or as agent or nominee
of, or with a view to the transfer of direct or indirect record or beneficial ownership


 






     Exhibit J-1-1


     


    

 


thereof, to a Disqualified Organization.
For the purposes hereof, a Disqualified Organization is any of the following: (a) the United States, a State, or any agency
or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject
to tax and, except for the FHLMC, a majority of its board of directors is not selected by any such governmental unit), (b) a
foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an organization
that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business
taxable income) on any excess inclusions (as defined in Section 860E(c)(1)) of the Code with respect to the Class R Certificates
(except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives
described in Section 1381(a)(2) of the Code or (e) any other person so designated by the Certificate Administrator based
upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such person may cause the Upper Tier
REMIC or the Lower Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United
States,” “State” and “International Organization” have the meanings set forth in Section 7701
of the Code or successor provisions.


 


4.            The Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in
certain circumstances, on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates
to a Disqualified Organization.


 


5.            The Purchaser is a “United States person”
as defined in Section 7701(a) of the Code and the regulations promulgated thereunder (the Purchaser’s U.S. taxpayer
identification number is [______]). The Purchaser is not classified as a partnership under the Code (or, if so classified, all
of its beneficial owners are United States persons).


 


6.            No purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.            The Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.


 


8.            The Purchaser is a Permitted Transferee.


 


9.            Check the applicable paragraph:


 


☐           The present
value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum
of:


 


(i)           the present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)          the present value of the expected future distributions on such Class R Certificate; and


 


(iii)         the present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates
losses.


 






     Exhibit J-1-2


     


    

 


For purposes of this
calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the
Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b)
of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for
the month of the transfer and the compounding period used by the Purchaser.


 


☐           The transfer
of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)          
the Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i),
as to which income from the Class R Certificate will only be taxed in the United States;


 


(ii)         
at the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer,
the Purchaser had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser
within the meaning of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess
of $10 million;


 


(iii)        
the Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and
(iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)         the Purchaser determined the consideration paid to it to acquire
the Class R Certificate based on reasonable market assumptions (including, but not limited to, borrowing and investment rates,
prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Purchaser) that
it has determined in good faith.


 


☐           None of the
above.


 


10.          The Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the
future and the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


11.          The Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash
flows generated by such Certificate.


 


12.          The Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor
unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit
and agreement in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate
any such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.


 






     Exhibit J-1-3


     


    

 





13.          The Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any person
that is not a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor
to remain a Permitted Transferee.


 



14.          The Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel
to constitute a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a
Permitted Transferee.


 


15.          The Purchaser has reviewed the provisions of Section 5.3 of the Trust and Servicing Agreement, a description of which
provisions may be set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such
provisions.


 


16.          The Purchaser consents to the designation of the Certificate Administrator as the partnership representative of the 
Lower-Tier REMIC and the Upper-Tier REMIC, in each case pursuant to Section 12.1 of the Trust and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________,
20__.





	 	 	 
		By:	 
	 	 	Name:

Title:



 





		By:	 
	 	 	Name:

Title:


 


On this ____ day of _______20__,
before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared
______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument
and to be _____________________________ and ___________________________, respectively, of the 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.


 






     Exhibit J-1-4


     


    

 


	 	NOTARY PUBLIC in and for the
	 	State of _______________
	 	 
	[SEAL]	 






  


My Commission expires:






_______________




 




     Exhibit J-1-5


     


    


 




EXHIBIT
J-2


 


FORM OF TRANSFEROR LETTER


 


[Date] 


 


Wells Fargo Bank, National
Association,

     as Certificate Registrar

600 South 4th Street, 7th Floor 


MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CMBS – JPMCC 2020-LOOP


 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP (the “Certificates”)



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of Class R Certificates
evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Trust and Servicing
Agreement, dated as of February 5, 2020 (the “Trust and Servicing
Agreement”), between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. All capitalized terms used but not otherwise defined herein
shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, as Certificate Registrar, that:


 


(1)          No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)          The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Trust and Servicing Agreement as Exhibit J-1. The Transferor does not know or believe that any representation contained therein
is false.


 


(3)          The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as
contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined
that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the
Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of
the Residual Certificates may not be


 






     Exhibit J-2-1


     


    

 


respected
for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated
therewith) unless the Transferor has conducted such an investigation. 


	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     Exhibit J-2-2


     


    

 


EXHIBIT
J-3


 


FORM OF ERISA REPRESENTATION LETTER


 


[Date]


 


Wells Fargo Bank, National
Association,

     as Certificate Registrar

600 South 4th Street, 7th Floor 


MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CMBS – JPMCC 2020-LOOP


 


Wells Fargo Bank, National Association,
      as Certificate Administrator

9062 Old Annapolis Road

Columbia, MD 21045

Attention: Corporate Trust Services – JPMCC 2020-LOOP


 


[Transferor]

[______]

[______]

Attention: [______]


 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP



 


Ladies and Gentlemen:


 


The undersigned (the
“Purchaser”) proposes to purchase [$[____] Initial
Certificate Balance] [[__]% Percentage Interest] in the J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP, Class [__] Certificates (the “Certificate”)
issued pursuant to that certain trust and servicing agreement dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. Capitalized terms used and
not otherwise defined herein have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.


 


In connection with such
transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and
will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”)
or to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a
material


 






     Exhibit J-3-1


     


    

 


extent, similar to the foregoing provisions of ERISA or the Code (“Similar
Law”) (each, a “Plan”), or
any person acting on behalf of any such plan or using the assets of a Plan to purchase such Certificate, other than, in the case
of the Class E, Class F, Class G or HRR Certificates, an insurance company using assets of its general account under circumstances
whereby such purchase and the subsequent holding of such Class E, Class F, Class G or Class HRR Certificates by such insurance
company would be exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Code Section 4975 under
Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption 95-60, or a substantially similar exemption
under Similar Law.


 


IN
WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____. 


	 	 	 
	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 






     Exhibit J-3-2


     


    

 


EXHIBIT
J-4


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells Fargo Bank, National
Association

  as Certificate Administrator

9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Risk Retention
Custody (CMBS) – JPMCC 2020-LOOP 


with a copy to: 


Email: riskretentioncustody@wellsfargo.com 


 


PCSD PR CAP II Risk Private
Limited 


280 Park Avenue, 9th
Floor


New York, New York 10017 


Attention: Jesse Hom


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp. 


383
Madison Avenue 


8th
Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh


 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP (the “Certificates”) issued pursuant to the Trust and Servicing
Agreement (the “Trust and Servicing Agreement”), dated as of February 5, 2020, by and among J.P. Morgan Chase
Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services
LLC, as Operating Advisor



 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term is
defined in the Credit Risk Retention Rules or as Depositor that:


 


		1.	The Purchaser is acquiring $[_____] Certificate Balance of the Class [__] Certificates, which are
Risk Retention Certificates, from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of a Risk
Retention Certificate by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar,
among other things, a certificate in



 






     Exhibit J-4-1


     


    

 


substantially
the same form as this certificate. The Purchaser expressly agrees that it will not consummate any such transfer if it knows or
believes that any representation contained in such certificate is false.


 


		3.	Any transfer of a Risk Retention Certificate to a person that is or will be a Plan, or any Person
acting on behalf of any such plan or using the assets of a Plan to purchase such Certificate will be effected through J.P. Morgan
Securities LLC.



 


		4.	Check one of the following:



 


☐       The
Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in the Credit Risk Retention Rules or the Depositor that the transfer will occur during the Risk Retention Period and that
the transfer will comply with all applicable requirements of the Credit Risk Retention Rules.


 


☐       The
Purchaser certifies, represents and warrants to you, as Certificate Registrar, as “retaining sponsor” as such term
is defined in the Credit Risk Retention Rules or as Depositor, that the transfer will occur after the termination of the after
the Risk Retention Period.


 


Capitalized terms used
but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


 


	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit J-4-2


     


    

 


EXHIBIT J-5


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS

OF RISK RETENTION CERTIFICATES


 


[Date]


 


Wells
Fargo Bank, National Association 


  as Certificate
Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attention: Risk Retention
Custody (CMBS) – JPMCC 2020-LOOP 


with a copy to: 


Email: riskretentioncustody@wellsfargo.com 


 


PCSD PR CAP II Risk Private
Limited 


280 Park Avenue, 9th
Floor 


New York, New York 10017 


Attention: Jesse Hom


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp. 


383
Madison Avenue 


8th
Floor 


New
York, New York 10179 


Attention: Kunal K. Singh


 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP (the “Certificates”)



 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the transfer by [______] (the “Transferor”)
to [______] (the “Transferee”) of $[_____] Certificate
Balance of the Class [__] Certificates, which are Risk Retention Certificates. The Certificates were issued pursuant to the Trust
and Servicing Agreement, dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor,
KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as
Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferor
hereby certifies, represents and warrants to you that:


 


		1.	The transfer is in compliance with Sections 5.1, 5.2 and 5.3 of the Trust and Servicing Agreement.



 






     Exhibit J-5-1


     


    

 


		2.	The Transferor has provided notice to the Depositor of the transfer no later than ten (10) days
prior to the occurrence of the transfer.



 


		3.	Any transfer of a Certificate evidencing a Risk Retention Certificate to a person that is or will
be a Plan, or any Person acting on behalf of any such plan or using the assets of a Plan to purchase such Certificate will be effected
through J.P. Morgan Securities LLC.



 


		4.	Check one of the following:



 


☐       The
Transferor certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such term is
defined in the Credit Risk Retention Rules or the Depositor that the transfer will occur during the Risk Retention Period and that
the transfer will comply with all applicable requirements of the Credit Risk Retention Rules.


 


☐       The
Transferor certifies, represents and warrants to the Certificate Registrar or the Depositor that the transfer will occur after
the termination of the Risk Retention Period.


 


		5.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in
the form attached to the Trust and Servicing Agreement as Exhibit J-4. The Transferor does not know or believe that any
representation contained therein is false.



 


IN
WITNESS WHEREOF, the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this [__] day of [____], 20[__].


	 	 	 
	 	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






     Exhibit J-5-2


     


    

 


EXHIBIT J-6


 


FORM OF REQUEST OF SPONSOR CONSENT FOR RELEASE
OF THE HRR CERTIFICATES


 


[Date]


 


TO
BE SENT BY ELECTRONIC MAIL TO THE CERTIFICATE ADMINISTRATOR BY THIRD PARTY PURCHASER 


Wells
Fargo Bank, National Association 


9062
Old Annapolis Road 


Columbia,
Maryland 21045 


Attention:
Risk Retention Custody – JPMCC 2020-LOOP 


Email:
RiskRetentionCustody@wellsfargo.com 


 


TO
BE SENT BY ELECTRONIC MAIL TO THE RETAINING SPONSOR BY THE CERTIFICATE ADMINISTRATOR 


JPMorgan
Chase Bank, National Association 


383
Madison Avenue, 8th Floor 


New
York, New York 10179 


Attention:
Kunal K. Singh 


email:
US_CMBS_Notice@jpmorgan.com


 


JPMorgan
Chase Bank, National Association 


4
New York Plaza, Floor 21 


New
York, New York 10004 


Attention:
SPG Legal 


email: US_CMBS_Notice@jpmorgan.com


 


J.P. Morgan
Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP (the “Certificates”)


 


Ladies and Gentlemen:


 


This is delivered to
you in connection with the release (the “Release”) of $[_____] aggregate Certificate Balance of the Class HRR
Certificates from the Third Party Purchaser Safekeeping Account [and, in connection with the termination of the Risk Retention
Period (the completion of which is subject to the consent of the Retaining Sponsor), request to transfer such Class HRR Certificates
pursuant to the enclosed transfer certification].


 


The Certificates were
issued pursuant to the Trust and Servicing Agreement, dated as of February 5, 2020 (the “Trust and Servicing Agreement”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Situs
Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park
Bridge Lender Services LLC, as Operating


 






     Exhibit J-6-1


     


    

 


Advisor. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement.


 


Check one
of the following:


 


☐       The
Third Party Purchaser certifies, represents and warrants to the Certificate Registrar, the “retaining sponsor” as such
term is defined in the Credit Risk Retention Rules or the Depositor that the release will occur during the Risk Retention Period
and that the release will comply with all applicable requirements of the Credit Risk Retention Rules.


 


☐       The
Third Party Purchaser certifies, represents and warrants to the Certificate Registrar or the Depositor that the transfer will occur
after the termination of the Risk Retention Period (the completion of which is subject to the consent of the Retaining Sponsor).


 


The Third Party Purchaser
hereby requests your written consent to the Release.


 


IMPORTANT NOTICE: IF YOU FAIL TO
RESPOND TO THE CERTIFICATE ADMINISTRATOR IN WRITING AT THE CONTACT INFORMATION SET FORTH BELOW WITHIN 10 BUSINESS DAYS AFTER YOUR
RECEIPT OF THIS REQUEST, THEN THE RELEASE WILL BE DEEMED TO HAVE BEEN APPROVED BY YOU UNDER THE TRUST AND SERVICING AGREEMENT.


 


NOTWITHSTANDING THE FOREGOING, ANY
REQUEST TO RELEASE IN CONNECTION WITH A DETERMINATION THAT THE RISK RETENTION PERIOD HAS ENDED SHALL BE COUNTERSIGNED BY THE RETAINING
SPONSOR AND SHALL NOT BE RELEASED WITHOUT THE RETAINING SPONSOR’S COUNTERSIGNATURE.


 


The contact information of the
Certificate Administrator is:


 


Wells Fargo Bank, National
Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Risk Retention Custody – JPMCC 2020-LOOP

Email: RiskRetentionCustody@wellsfargo.com






     Exhibit J-6-2


     


    

 


	 	Sincerely,
	 	 
	 	[THIRD PARTY PURCHASER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


CONSENT TO RELEASE: 


 


RETAINING SPONSOR


 


	 	 
	By:	 
	Name:	 
	Title:	 
	Email:	 


 






     Exhibit J-6-3


     


    

 


EXHIBIT K-1


 


FORM OF INVESTOR CERTIFICATION


 


For


 


NON-BORROWER AFFILIATES


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attn: Corporate Trust Services – CMBS JPMCC 2020-LOOP


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10179

Attn: CMBS


 


Attention:             J.P.
Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP


 


In accordance with
the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to the Trust and Servicing
Agreement, dated as of February 5, 2020 (the “Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Situs
Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the
“Certificate Administrator”) and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, with
respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is either a Certificateholder, a Beneficial Owner or a prospective purchaser of the Class ___ Certificates, the Trust
Loan Seller that repurchases an interest in the Trust Loan, the Directing Certificateholder or a holder of any Companion Loan (or
any Companion Loan Security).


 


2.             The
undersigned is not a Borrower Affiliate, a Restricted Holder, a Manager, or an agent or an Affiliate of any of the foregoing.


 


[3.            The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”)
on the Certificate Administrator’s website and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions
of the Agreement.


 


In consideration of
the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside


 






     Exhibit K-1-1


     


    

 


persons as are assisting
it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not,
without the prior written consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part; provided, however, that the obligations of the undersigned to keep
any such information confidential shall expire one year following the date that the undersigned is no longer a Certificateholder
or a Beneficial Owner of a Class of Certificates or is not a purchaser of Certificates in the case of a prospective purchaser.


 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.]


 


4.       The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust
Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


	 	 	 	 	 	 	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone: 	 	 	 


 






     Exhibit K-1-2


     


    

 


EXHIBIT K-2


 


FORM OF INVESTOR CERTIFICATION


 


For


 


BORROWER AFFILIATES


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045

Attn: Corporate Trust Services – CMBS JPMCC 2020-LOOP


 


Attention:           J.P.
Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP


 


In accordance with
the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing
Agreement, dated as of February 5, 2020 (the “Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Situs
Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the
“Certificate Administrator”) and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, with
respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is either a Certificateholder, a Beneficial Owner or a prospective purchaser of the Class ___ Certificates, the Trust
Loan Seller that repurchases an interest in the Trust Loan, the Directing Certificateholder or a holder of any Companion Loan (or
any Companion Loan Security).


 


2.             The
undersigned is a Borrower Affiliate, a Restricted Holder, a Manager, or an agent or Affiliate of the foregoing. 


 


3.             The
undersigned is requesting access to the Distribution Date Statement information in accordance with the Agreement (the “Information”)
and agrees to keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in
connection with purchasing the related Certificates from its accountants and attorneys, and otherwise from such governmental or
banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written
consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 






     Exhibit K-2-1


     


    

 


The undersigned will
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities
Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section
5 of the Securities Act.


 


4.             The
undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Trust
Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


	 	 	 	 	 	 	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone: 	 	 	 


 






     Exhibit K-2-2


     


    

 


EXHIBIT
L


 


APPLICABLE SERVICING CRITERIA


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Applicable Servicing
Criteria” applicable to such party, as such criteria may be updated or limited by the Commission or its staff (including,
without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based on interpretive guidance
provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of doubt, for purposes of this
Exhibit L, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged
by a Servicer or Special Servicer.


 


	APPLICABLE Servicing Criteria 	applicable 

PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Servicer

        Special Servicer

        Certificate
        Administrator

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Servicer

        Special Servicer

        Certificate
        Administrator

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Servicer

        Special
        Servicer

	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Servicer
	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Servicer

        Special
        Servicer

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator

     
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Servicer

        Special Servicer

        Certificate
        Administrator

	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Servicer

        Special Servicer

        Certificate
        Administrator




 






     Exhibit L-1


     


    

 


	APPLICABLE Servicing Criteria 	applicable 

PARTY
	Reference	Criteria	 
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Servicer

        Special Servicer

        Certificate
        Administrator

	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after
    the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved
    by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items. These
    reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified
    in the transaction agreements.	Servicer

    Special Servicer

    Certificate Administrator
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other
    terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in
    the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with
    investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced
    by the Reporting Servicer.	N/A
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	N/A
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	N/A
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	N/A
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	N/A
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Servicer’s
    obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction
    agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan
    documents.	Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
        Servicer

        Operating
        Advisor




 






     Exhibit L-2


     


    

 


	APPLICABLE Servicing Criteria 	applicable 

PARTY
	Reference	Criteria	 
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s
    mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest
    on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and
    (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such
    other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A




 


At all times that the
Servicer and Special Servicer are the same entity, the Servicer and the Special Servicer may provide a combined assessment of compliance
in respect of their combined responsibilities under Section 1122 of Regulation AB.


 






     Exhibit L-3


     


    

 



EXHIBIT
M


 


NRSRO
CERTIFICATION


 


[Date]


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, MD 21045

Attention: CMBS – JPMCC 2020-LOOP


 


	Attention: 	J.P. Morgan
                                         Chase Commercial Mortgage Securities Trust 2020-LOOP,  

Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-LOOP	 



 


In
accordance with the requirements for obtaining certain information pursuant to the Trust and Servicing Agreement, dated as of
February 5, 2020 (the “Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as
Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		1.	(a)
                                         The undersigned is a Rating Agency; or



 


(b)
The undersigned is a nationally recognized statistical rating organization and has provided the Depositor with the appropriate
certifications under Exchange Act Rule 17g-5(e), has access to the Depositor’s 17g-5 website, is requesting access pursuant
to the Agreement to certain information (the “Information”) on the 17g-5 Information Provider’s Website
pursuant to the provisions of the Agreement, and agrees that it shall be bound by the provisions of the confidentiality agreement
attached hereto as Annex A, which shall be applicable to the undersigned with respect to any information obtained from the 17g-5
Information Provider’s Website, including any information that is obtained from the section of the 17g-5 Information Provider’s
Website that host the Depositor’s 17g-5 website after the Closing Date.


 


		2.	The
                                         undersigned agrees that each time it accesses the 17g-5 Information Provider’s
                                         Website, it is deemed to have recertified that the representations herein contained remain
                                         true and correct.



 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    Exhibit M-1


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified.


 





		 


 

		Nationally
                            Recognized Statistical Rating Organization



 


	 	Name: 	 


 


	 	Title: 	 


 


	 	Company: 	 


 

	 	Phone: 	 



 


	 	Email:	 


  




    Exhibit M-2


     


    

 


ANNEX
A


 


CONFIDENTIALITY
AGREEMENT


 


This
Confidentiality Agreement (the “Confidentiality Agreement”) is made in connection with JP Morgan Securities
LLC (together with its affiliates, the “Furnishing Entities” and each a “Furnishing Entity”)
furnishing certain financial, operational, structural and other information relating to the issuance of the J.P. Morgan Chase
Commercial Mortgage Securities Trust 2020-LOOP Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP (the “Certificates”)
pursuant to the Trust and Servicing Agreement, dated as of February 5, 2020 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer,
Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and Trustee, and
Park Bridge Lender Services LLC, as Operating Advisor and the assets underlying or referenced by the Certificates, including the
identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and lessees with respect to such
assets (together, the “Collateral”) to you (the “NRSRO”) through the website of Wells Fargo
Bank, National Association, as 17g-5 Information Provider under the Trust and Servicing Agreement, including the section of the
17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the Closing Date (as defined in
the Trust and Servicing Agreement). Information provided by each Furnishing Entity is labeled as provided by the specific Furnishing
Entity.


 


Definition
of Confidential Information. For purposes of this Confidentiality Agreement, the term “Confidential Information”
shall include the following information (irrespective of its source or form of communication, including information obtained by
you through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y) any of the terms,
conditions or other facts with respect to the transactions contemplated by the Trust and Servicing Agreement, including the status
thereof; provided, however, that the term Confidential Information shall not include information which:


 


		●	was
                                         or becomes generally available to the public (including through filing with the Securities
                                         and Exchange Commission or disclosure in an offering document) other than as a result
                                         of a disclosure by you or a NRSRO Representative (as defined in Section 2(c)(i)
                                         below) in violation of this Confidentiality Agreement;



 


		●	was
                                         or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
                                         that (i) is reasonably believed by you to be under no obligation to maintain the information
                                         as confidential and (ii) provides it to you without any obligation to maintain the information
                                         as confidential; or



 


		●	is
                                         independently developed by the NRSRO without reference to any Confidential Information.



 






    Exhibit M-3


     


    

 


Information
to Be Held in Confidence.


 


You
will use the Confidential Information solely for the purpose of determining or monitoring a credit rating on the Certificates
and, to the extent that any information used is derived from but does not reveal any Confidential Information, for benchmarking,
modeling or research purposes (the “Intended Purpose”).


 


You
acknowledge that you are aware that the United States and state securities laws impose restrictions on trading in securities when
in possession of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO
Representative who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


 


You
will treat the Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of
the applicable Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential
Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing,
you may:


 


		●	disclose
                                         the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
                                         employees, legal representatives, agents and advisors (each, a “NRSRO Representative”)
                                         who, in the reasonable judgment of the NRSRO, need to know such Confidential Information
                                         in connection with the Intended Purpose; provided, that, prior to disclosure of
                                         the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable
                                         precautions to ensure, and shall be satisfied, that such NRSRO Representative will act
                                         in accordance with this Confidentiality Agreement;



 


		●	solely
                                         to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),
                                         post the Confidential Information to the NRSRO’s password protected website; and



 


		●	use
                                         information derived from the Confidential Information in connection with an Intended
                                         Purpose, if such derived information does not reveal any Confidential Information.



 


Disclosures
Required by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena,
civil investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding,
investigation, hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity
with notice as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation,
and otherwise to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request
to disclose the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective
order or other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses.
Unless otherwise required by a court or other governmental or regulatory authority to do so, and


 






    Exhibit M-4


     


    

 


provided that you been informed
by written notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential
treatment with respect to the requested Confidential Information, you agree not to disclose the Confidential Information while
the Furnishing Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment
is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other
reasonable assurance that confidential treatment will be accorded to the portion of the Confidential Information that is being
disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be
required to take a position that such information should be entitled to receive such a protective order or reasonable assurance
as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply
with its terms with respect to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity.
If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions
of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally required to disclose,
at the sole expense of the relevant Furnishing Entity.


 


Obligation
to Return Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material
or documents, including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned
to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document
or other material containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with
the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain
any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents
prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material
so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of
this Confidentiality Agreement.


 


Violations
of this Confidentiality Agreement.


 


The
NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


 


You
agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use
by any person of the Confidential Information which may come to your attention and to take all steps reasonably requested by such
Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


 


You
acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in
the event that any of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms
or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and
injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof,
in addition to any other remedy to


 






    Exhibit M-5


     


    

 


which a Furnishing Entity may be entitled at law or in equity. It is further understood and
agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise
of any right, power or privilege.


 


Term.
Notwithstanding the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided
a credit rating on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


 


Governing
Law. This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the
relationships of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed
by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed within
such State.


 


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


 


Entire
Agreement. This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating
to the treatment of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all
other understandings and agreements between us relating to such matters; provided, however, that, if the terms of
this Confidentiality Agreement conflict with another agreement relating to the Confidential Information that specifically states
that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent
the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding
acceptance by you of the terms hereof by entry into this website.


 


Contact
Information. Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


 





	 	JP
Morgan Securities LLC 383 

Madison Avenue, 8th Floor 

New York, New York 10179



  




    Exhibit M-6


     


    

 


EXHIBIT
N-1


 


FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 


 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP 

Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-LOOP 	 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated
as of February 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor.
All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loan for which _________________
is the Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing Fee
Right free from any and all claims and encumbrances whatsoever.


 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (including in the case of any of the acts described in clauses (a) through (e) hereof) would constitute
a distribution of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”),
or would render the disposition of the Excess Servicing Fee Right a violation of Section 5


 






    Exhibit N-1-1


     


    

 


of the Securities Act or any state
securities laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act
or any state securities laws.


 


	 	Very
truly yours,
	 	 	 
		By:	 
	 	 	Name:

Title:


 




    Exhibit N-1-2


     


    

 


EXHIBIT
N-2


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 


KeyBank
National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: michael_a_tilden @keybank.com


  





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP 

Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-LOOP 	 


 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by _________________ (the “Transferor”) to _________________
(the “Transferee”) of the Excess Servicing Fee Right established under the Trust and Servicing Agreement, dated
as of February 5, 2020 (the “Trust and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage
Securities Corp., as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo
Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor.
All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Servicer, that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loan as to which __________________
is the applicable Servicer (the “Excess Servicing Fee Right”) for its own account for investment and not with
a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would
violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, the Certificate
Administrator or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the
Excess Servicing Fee Right may not be resold or transferred unless it is (i) registered


 






    Exhibit N-2-1


     


    

 


pursuant to the Securities Act and registered
or qualified pursuant to any applicable state securities laws or (ii) sold or transferred in transactions which are exempt from
such registration and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially
in the form attached as Exhibit N-1 to the Trust and Servicing Agreement, and (B) each of the Servicer and the Depositor have
received a certificate from the prospective transferee substantially in the form attached as Exhibit N-2 to the Trust and Servicing
Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of the Trust and Servicing Agreement (including, without limitation, Section 3.17 therein),
which provisions it has carefully reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (including in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loan, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed
investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of
such investment.


 






    Exhibit N-2-2


     


    

 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other
than such Persons’ auditors, legal counsel and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Trust and Servicing
Agreement except as set forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Trust and Servicing Agreement.


 





	 	Very
truly yours,
	 	 	 
		By:	 
	 	 	Name:

Title:


 




    Exhibit N-2-3


     


    

 


EXHIBIT
O


 


FORM
OF ONLINE MARKET DATA PROVIDER CERTIFICATE


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Market Data Provider not listed herein and would like access to the information,
please contact CTSLink at 866-846-4526, or at ctslink.customerservice@wellsfargo.com.
  


In
connection with the J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial Mortgage Pass-Through Certificates,
Series 2020-LOOP (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


		6.	The
                                         undersigned is an employee or agent of Bloomberg L.P., Trepp, LLC, Intex Solutions, Inc.,
                                         BlackRock Financial Management, Inc., Interactive Data Corporation, CMBS.com Inc., Thomson
                                         Reuters, Moody’s Analytics, Markit Group Limited, or MBS Data, LLC, a market data
                                         provider that has been given access to the Distribution Date Statements, CREFC Reports
                                         and supplemental notices on www.ctslink.com (“CTSLink”) by request
                                         of the Depositor.



 


		7.	The
                                         undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have
                                         recertified that the representation above remains true and correct.



 


		8.	The
                                         undersigned acknowledges and agrees that the provision to it of information and/or reports
                                         on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise
                                         make such information available to any other person without the written consent of the
                                         Depositor, and any confidentiality agreement applicable to the undersigned with respect
                                         to information obtained from the Depositor’s 17g-5 website shall also be applicable
                                         to information obtained from CTSLink.



 


		9.	The
                                         undersigned shall be fully liable for any breach of this agreement by itself or any of
                                         its representatives and shall indemnify the Depositor, the Operating Advisor, the Trustee,
                                         the Certificate Administrator, the Servicer, the Special Servicer and the Trust for any
                                         loss, liability or expense incurred thereby with respect to any such breach by the undersigned
                                         or any of its representatives.



 


		10.	Capitalized
                                         terms used but not defined herein shall have the respective meanings assigned thereto
                                         in the agreement pursuant to which the Certificates were issued.



 






    Exhibit O-1


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified. 





	 	 	 
		By:	 
	 	 	Name:

Title:


 




    Exhibit O-2


     


    

 


EXHIBIT
P


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


Wells
Fargo Bank, National Association,


as Certificate Registrar


600
South 4th Street, 7th Floor


MAC
N9300-070

Minneapolis, MN 55479

Attention: CMBS – JPMCC 2020-LOOP


 


J.P.
Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Real Estate Structured Finance – Securitization Group


 





		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP 

Commercial Mortgage Pass-Through
                                         Certificates, Series 2020-LOOP 	 


 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.2 of the Trust and Servicing Agreement, dated as of February 5, 2020 (the “Trust
and Servicing Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank
National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, on behalf of the holders of the J.P.
Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP (the
“Certificates”) in connection with the transfer by _________________ (the “Seller”) to the
undersigned (the “Purchaser”) of $_______________ aggregate Certificate Balance of Class ___ Certificates (the
“Certificate”). Capitalized terms used and not otherwise defined herein shall have the respective meanings
ascribed to such terms in the Trust and Servicing Agreement.


 


In
connection with such transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


 


1.       The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institutional “accredited investor” (an
entity meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended
(the “Securities Act”)) or an entity all of the equity owners of which are such institutions, and has such
knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment
in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the economic risk of the
Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased by it for its own
account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of which
the


 






    Exhibit P-1


     


    

 


Purchaser exercises sole investment discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred
by it in connection with this transfer.


 


2.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for
resale to (i) “qualified institutional buyers” in transactions under Rule 144A, and not in any event with the view
to, or for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to
non-U.S. Securities Persons in “offshore transactions” as defined in Rule 902(h) of Regulation S promulgated under
the Securities Act, subject in each case to the delivery of a Transfer Certificate in the form of Exhibit G, Exhibit H or Exhibit
I, as applicable, to the Trust and Servicing Agreement. The Purchaser understands that the Certificate (and any subsequent Certificate
issued in transfer or exchange therefor) has not been registered under the Securities Act, by reason of a specified exemption
from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s
investment intent (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.


 


3.       The
Purchaser has reviewed the preliminary Offering Circular and the final Offering Circular relating to the Certificates (collectively,
the “Offering Circular”) and the agreements and other materials referred to therein and has had the opportunity
to ask questions and receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


 


4.       The
Purchaser acknowledges that the Certificate (and any Certificate issued in transfer or exchange therefor) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate
cannot be resold unless it is registered or qualified thereunder or unless an exemption from such registration or qualification
is available.


 


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


 


6.       The
Purchaser will not sell or otherwise transfer all or any portion of the Certificates, except in compliance with Section 5.3 of
the Trust and Servicing Agreement.


 


7.       Check
one of the following:**


 


		☐	The
                                         Purchaser is a U.S. Person (as defined below) and it has attached hereto an Internal
                                         Revenue Service (“IRS”) Form W-9 (or successor form).



 


		☐	The
Purchaser is not a U.S. Person and under applicable law in effect on the date hereof, no taxes will be required to be withheld
by the Certificate Administrator 



 


 






** Each Purchaser must include one of the two alternative certifications.


 






    Exhibit P-2


     


    

 


	 	 	(or its agent)
                                         with respect to distributions to be made on the Certificate. The Purchaser has attached
                                         hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor
                                         form), which identifies such Purchaser as the beneficial owner of the Certificate and
                                         states that such Purchaser is not a U.S. Person, (ii) IRS Form W-8IMY (with all appropriate
                                         attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI (or
                                         successor form), which identify such Purchaser as the beneficial owner of the Certificate
                                         and state that interest and original issue discount on the Certificate and Permitted
                                         Investments is, or is expected to be, effectively connected with a U.S. trade or business.
                                         The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN,
                                         IRS Form W-8BEN-E, IRS Form W-8IMY or]*** IRS Form W-8ECI, [as the case may be,]*** any
                                         applicable successor IRS forms, or such other certifications as the Certificate Registrar
                                         may reasonably request, on or before the date that any such IRS form or certification
                                         expires or becomes obsolete, or promptly after the occurrence of any event requiring
                                         a change in the most recent IRS form of certification furnished by it to the Certificate
                                         Registrar.



 


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


 


8.       Please
make all payments due on the Certificates:****


 



	 	☐	(a)	by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:



 


	 	Bank: 	 	 






	 	ABA #: 	 	 






	 	Account #:	 	 






	 	Attention:	 	 



   





 



*** Does not apply to a transfer of Class R Certificates. 


**** Only to be filled out by Purchasers of Definitive Certificates.
Please select (a) or (b). For holders of Definitive Certificates, wire transfers are only available if such holder’s
Definitive Certificates have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.


  




    Exhibit P-3


     


    

 





		☐	(b)	by mailing a check or draft to the following address:



 





	 	 	 	 
	 	  	  	 
	 	 	 	 


 


9.          If the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a
partnership for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one
or more partnerships, trusts or other pass-through entities by a non-U.S. Person.  



 





	 	Very truly yours,
	 	 	 
	 	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:

Title:



 


Date


 






    Exhibit P-4


     


    

 


EXHIBIT
Q


 


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 Q-1


     


    

 


EXHIBIT
R


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column are obligated pursuant to Section 13.4 of the Trust and Servicing Agreement to disclose
to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-D Disclosure is
relevant for Exchange Act reporting purposes, any information described in the corresponding Form 10-D Item described in the “Item
on Form 10-D” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Operating Advisor, the Certificate Administrator, the Trustee,
the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such)
shall be entitled to rely on the accuracy of the Offering Circular and the offering materials with respect to any related Other
Securitization Trust (other than information with respect to itself that is set forth in or omitted from such offering materials
or the Offering Circular), in the absence of specific notice to the contrary from the Depositor, Other Depositor or the Trust
Loan Seller. Each of the Operating Advisor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each
Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to assume that there is
no “significant obligor” other than a party or property identified as such in the prospectus relating to the Other
Securitization and to assume that no other party or property will constitute a “significant obligor” after the Cut-off
Date. In no event shall the Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-D
that relates to any Mortgage Loan for which the Servicer or the Special Servicer is not the Servicer or the Special Servicer,
as the case may be. For this Agreement and any Other Securitization Trust, each of the Operating Advisor, the Certificate Administrator,
the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity
as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within
the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Offering Circular and the offering
materials with respect to any related Other Securitization Trust.


 


	Item
    on Form 10-D	Party
    Responsible
	 

                                                                                                                                                       Item
                                         1A: Distribution and Pool Performance Information:

         

        ●      Item
        1121(a)(13) of Regulation AB

         
	●      Certificate
    Administrator
	Item
                                         1B: Distribution and Pool Performance Information:	●      Certificate
                                         Administrator



 






    Exhibit R-1


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	

         

        ●      Item
1121(a)(14) of Regulation AB

         
	 
        

        ●      Depositor

         

	 

                                                                                                                                                       Item
                                         2: Legal Proceedings:

         

        ●      Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)

         
	 

                                                                                                                         ●      Servicer
                                         (as to itself)

         

        ●      Special
        Servicer (as to itself)

         

        ●      Certificate
        Administrator (as to itself)

         

        ●      Trustee
        (as to itself)

         

        ●      Depositor
        (as to itself)

         

        ●      Operating
        Advisor (as to itself)

         

        ●      Any
        other Reporting Servicer (as to itself)

         

        ●      Trustee/Certificate
        Administrator/Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●      The
        Trust Loan Seller as sponsor (as defined in Regulation AB)

         

        ●      Originators
        under Item 1110 of Regulation AB

         

        ●      Party
        under Item 1100(d)(1) of Regulation AB

        

	Item 3: Sale of Securities and Use of Proceeds

                                                                                 
	●      Depositor
	Item
    4: Defaults Upon Senior Securities	●      Certificate
    Administrator
	Item
    5: Submission of Matters to a Vote of Security Holders	●      Certificate
    Administrator
	Item
                                         6: Significant Obligors of Pool Assets:	●      Servicer
                                         (excluding information for which 



 






    Exhibit R-2


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	

         

        ●      Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the prospectus relating to the Companion Loan Securities;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.18 of this Trust and Servicing Agreement; provided, however,
        that for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal
        year and interim period is required and, if such information for a prior period was required but not previously reported,
        such information for such prior period; and

         

        (c)
the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the Collection
Period in which the information was received or prepared by the “Party Responsible” as described in clause (b) above.

         
	

         

        the Special Servicer is the “Party Responsible”)

         

        ●      Special
        Servicer (as to REO Property)

         

	 

                                                                                                                                                       Item
                                         7: Significant Enhancement Provider Information:

         

        ●      Item
1114(b)(2) and Item 1115(b) of Regulation AB
	●      Depositor



 






    Exhibit R-3


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	 	 
	Item
    8: Other Information, but only to the extent of any information that meets all the following conditions: (a) such information
    constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit T, (b) such information is required to
    be reported as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such
    information was not previously reported as “Additional Form 8-K Disclosure”.	 

                                                                                                                         ●      Certificate
                                         Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent
                                         that such party is the “Party Responsible” with respect to such information
                                         pursuant to Exhibit T.

         

        ●      Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve
        Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●      Servicer
        (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 13.4 of the Trust and Servicing Agreement) and the Collection Account
        as of the related Distribution Date and the preceding Distribution Date)

         

        ●      Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution
        Date)

         

        ●      Any
other party responsible for disclosure items on Form 8-K (including each applicable Seller with respect to Item 1100(e) of Regulation
AB to the extent material to Certificateholders)

	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 3):

         

        Articles
of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	  ●      Depositor
	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 4):

         

        With
respect to instruments defining the 
	 

                                                                                                                         ●      Certificate
                                         Administrator

         

        ●      Depositor




 






    Exhibit R-4


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	rights
of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	 

                                                                                                                                     provided, in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust and Servicing Agreement

                                                                                 

                                                                                provided
                                         further, in each case, that in the event any reportable agreement is executed
                                         by the Depositor and the Trustee or Certificate Administrator, then the Depositor shall
                                         be the responsible party.

	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●      Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and
    (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that
    such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.
	Item
                                         9: Exhibits (no. 22):

         

        Published
Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only if the
party that is the “Party Responsible” with respect to Item 5 above elects to publish a report containing the information
required by such Item 5 above and also elects to report the information on Form 10-D by means of filing the published report and
answering Item 5 by referencing the published report.
	●      The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.
	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 23):

         

        Consents
of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with
respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●      Depositor



 






    Exhibit R-5


     


    

 


	Item
    on Form 10-D	Party
    Responsible
	 

                                                                                                                                                                   Item
                                         9: Exhibits (no. 24)

         

        Power
of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name
of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●      Certificate
    Administrator
	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 99)

         

        Additional
exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●      Not
    Applicable.
	 

                                                                                                                                                       Item
                                         9: Exhibits (no. 100)

         

        BRL-Related
Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●      Not
    Applicable.
	Item
    9: Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following conditions:
    (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d) of Exhibit T, (b)
    such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form
    10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●      Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit T (it being acknowledged that none of the Servicer or the Special
    Servicer constitutes a “Party Responsible” under Exhibit T with respect to any exhibits to a Form 10-K);
    provided, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
    or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.


  




    Exhibit R-6


     


    

 


EXHIBIT
S


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified
in the “Party Responsible” column are obligated pursuant to Section 13.5 of the Trust and Servicing Agreement to disclose
to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Additional Form 10-K Disclosure is
relevant for Exchange Act reporting purposes, any information described in the corresponding Form 10-K Item described in the “Item
on Form 10-K” column to the extent such party has knowledge (and in the case of net operating income information, financial
statements, annual operating statements, budgets and/or rent rolls required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Operating Advisor, Certificate Administrator, the Trustee,
the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such)
shall be entitled to rely on the accuracy of the Offering Circular and the offering materials with respect to any related Other
Securitization Trust (other than information with respect to itself that is set forth in or omitted from such offering materials
or the Offering Circular), in the absence of specific notice to the contrary from the Depositor, Other Depositor or the Trust
Loan Seller. Each of the Operating Advisor, Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other
Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to assume that there is no “significant
obligor” other than a party or property identified as such in the prospectus relating to the Other Securitization and to
assume that no other party or property will constitute a “significant obligor” after the Cut-off Date. In no event
shall the Servicer or the Special Servicer be required to provide any information for inclusion in a Form 10-K that relates to
any Mortgage Loan for which the Servicer or the Special Servicer is not the applicable Servicer or Special Servicer, as the case
may be. For this Agreement and any Other Securitization Trust, each of the Operating Advisor, Certificate Administrator, the Trustee,
the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such)
shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning
of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Offering Circular and the offering materials
with respect to any related Other Securitization Trust.


  


	Item
    on Form 10-K	Party
    Responsible
	Item
                                         1B: Unresolved Staff Comments

         

         
	●      Depositor
	Item
                                         9B: Other Information, but only to the extent of any information that meets all the following
                                         conditions:	●      Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such



 






    Exhibit S-1


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	

         

        (a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit T,

         

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

         

        (c)
        such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form
        10-D Disclosure”

         
	information
    pursuant to Exhibit T.
	Item
    15: Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW
	 

                                                                                                                                                       Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

         

        ●      Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        prospectus relating to the Companion Loan Securities, (ii) such information was not so set forth and (iii) the applicable
        Servicer has not previously reported such information as “Additional Form 10-D Information”.

        

         
	 

                                                                                                                         ●      The
                                         Trust Loan Seller.

         

         

         

	 

                                                                                                                                                                                        Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

         

        ●      Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the prospectus relating to
        the Companion Loan Securities and (ii) the applicable Servicer has not previously reported such information or updated
        versions thereof as “Additional Form 10-D Information”.

         

        
	●      The
    Depositor



 






    Exhibit S-2


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	 	 
	 

                                                                                                                                                                            Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

         

        ●      Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

         

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the prospectus relating to the Companion Loan Securities;

         

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Mortgaged Property or REO Property (as applicable), and quarterly and annual financial statements of the
        related Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible”
        pursuant to its obligations under Section 3.18 of this Trust and Servicing Agreement; provided, however,
        that for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most
        recent fiscal year and interim period is required and, if such information for a prior period was required but not previously
        reported, such information for such prior period; and

         

        (c)
        the information shall be reportable only to the extent that is has not previously been reported as “Additional Form
        10-D Information”.

         

         

         
	 

                                                                                                                                              ●      Servicer
                                         (excluding information for which the Special Servicer is the “Party Responsible”)

         

        ●      Special
        Servicer (as to REO Property)

         

	Instruction
                                         J(2)(c) (Significant Enhancement Provider Information):

         

        

         

         

         
	●      Depositor



 






    Exhibit S-3


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	  ●      Items 1114(b)(2) and 1115(b) of Regulation AB

                                                                                 
	 
	 

                                                                                                                                                       Instruction
                                         J(2)(d) (Legal Proceedings):

         

        ●      Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)

         
	 

                                                                                                                         ●      Servicer
                                         (as to itself)

         

        ●      Special
        Servicer (as to itself)

         

        ●      Certificate
        Administrator (as to itself)

         

        ●      Trustee
        (as to itself)

         

        ●      Depositor
        (as to itself)

         

        ●      Trustee/Certificate
        Administrator /Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

         

        ●      The
        Trust Loan Seller as sponsor (as defined in Regulation AB)

         

        ●      Originators
        under Item 1110 of Regulation AB

         

        ●      Party
        under Item 1100(d)(1) of Regulation AB

         

	 

                                                                                                                                                       Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         1 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        but
only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the particular
“Party Responsible”), on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2)
the Trust Loan Seller, (3) the Trust and (4) any other party listed under this item as a “Party Responsible”;
provided, however, that an affiliation need not be disclosed for purposes of the applicable Form 

         
	 

                                                                                                                         ●      Servicer
                                         (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate
                                         Administrator, each Special Servicer or a sub-servicer retained by it meeting any of
                                         the descriptions in Item 1108(a)(3)).

         

        ●      Special
        Servicer

         

        ●      Certificate
        Administrator

         

        ●      Trustee

         

        ●      Each
party (other than the Trust Loan Seller), if any, that is identified in the prospectus relating to the Companion Loan Securities
as 




  




    Exhibit S-4


     


    

 





	Item
    on Form 10-K	Party
    Responsible
	

                                                                                                                                                       10-K
if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was previously reported as “Additional
Form 10-K Disclosure”.

         

        and

         

        ●      1119(b)
        of Regulation AB,

         

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2020-LOOP 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) the Trust Loan Seller, and (3) the Trust; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if
        it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed
        in the prospectus relating to the Companion Loan Securities or if it was previously reported as “Additional Form
        10-K Disclosure”.

         

        and

         

        ●      1119(c)
        of Regulation AB,

         

        but
only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific relationship
involving or related to the Series 2020-LOOP transaction or the Mortgage
	an
“originator” of one or more Mortgage Loans, if the prospectus relating to the Companion Loan Securities specifically
states that the applicable Mortgage Loans were 10% or more of the assets of the Trust at the date of the prospectus relating to
the Companion Loan Securities (provided that such a party shall no longer constitute a “Party Responsible” under this
item from and after the date (if any) when the Depositor notifies the parties to this Agreement to the effect that such party
no longer constitutes an originator of 10% or more of the assets of the Trust).

         

        ●      Each
        party (other than the Trust Loan Seller), if any, that is specifically identified as an “originator of 10% or more
        of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered
        to the parties to this Trust and Servicing Agreement, which notice is delivered not later than February 15 of the year
        in which the Form 10-K is due.

         

        ●      Each
        party (if any) that is identified in the prospectus relating to the Companion Loan Securities as an “other material
        party to the securities or transaction” (or substantially similar phrasing); provided, however, that such a party
        shall no longer constitute a “Party Responsible” under this item from and after the date (if any) when the
        Depositor notifies the parties to this Agreement to the effect that such party no longer constitutes a material party
        for purposes of Regulation AB.

         

        ●      Each
        party (if any) that that is specifically identified as an “other material party to the securities or transaction
        for purposes of Regulation AB and the upcoming Form 10-K” (or substantially similar phrasing) in a written notice
        delivered by the Depositor to the parties to this Trust and Servicing 

         




 






    Exhibit S-5


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	Loans between itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following, on the other: (1) the Depositor, (2) the Trust Loan Seller, and (3) the Trust; provided, however, that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 
	Agreement, which notice is delivered not later than
        February 15 of the year in which the Form 10-K is due.
	 

                                                                                                                                                       Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         2 of 2 Parts:

         

        1119(a)
        of Regulation AB,

         

        But
        only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party
        Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was
        previously reported as “Additional Form 10-K Disclosure”.

         

        and

         

        ●      1119(b)
        of Regulation AB,

         

        but
only the existence and (if existent) the general character of any business relationship, agreement, arrangement, 

        
	 

                                                                                                                         ●      The
                                         Depositor

         

        ●      The
        Trust Loan Seller

         




 






    Exhibit S-6


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	

                                                                                                                                                                   transaction or understanding that is entered into outside the ordinary course of business or is on terms
other than would be obtained in an arm’s length transaction with an unrelated third party (apart from the Series 2020-LOOP
transaction) between itself (that is, the particular “Party Responsible”), on the one hand, and any one or more of
the parties listed under the preceding item as a “Party Responsible”, on the other; provided, however,
that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if it then exists or existed
within the two prior years, (B) need not be reported if it is not material to an investor’s understanding of the Certificates
and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion
Loan Securities or if it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 

                                                                                and

                                                                                 

                                                                                ●      1119(c)
        of Regulation AB,

                                                                                

                                                                                 

                                                                                but only the existence and (if existent) a description (including the terms and approximate dollar amount)
of any specific relationship involving or related to the Series 2020-LOOP transaction or the Mortgage Loans between itself (that
is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties
listed under the preceding item as a “Party Responsible”, on the other; provided, however, that
a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported if
it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes of the
applicable Form 10-K if it was disclosed in the prospectus relating to the Companion

                                                                                 
	 



 






    Exhibit S-7


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	Loan Securities or if it was previously reported as “Additional Form 10-K Disclosure”.

                                                                                 
	 
	Item
                                         15: Exhibits (no. 2):

         

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●      Depositor
	Item
                                         15: Exhibits (no. 3):

         

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●      Depositor
	Item
                                         15: Exhibits (no. 4):

         

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	●      Trustee

         

        ●      Certificate
        Administrator

         

        ●      Depositor

         

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust
        and Servicing Agreement

         

        provided
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.

         

	Item
                                         15: Exhibits (no. 10):

         

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)

         
	●      Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and
    (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that
    such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust.



 






    Exhibit S-8


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	Item
                                         15: Exhibits (no. 11):

         

        Statement
        regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)

         
	●      Not
    Applicable
	Item
                                         15: Exhibits (no. 12):

         

        Statement
        regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)

         
	●      Not
    Applicable.
	Item
                                         15: Exhibits (no. 13):

         

        Annual
        report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item
        601 of Regulation S-K)

         
	●      Not
    Applicable
	Item
                                         15: Exhibits (no. 14):

         

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)

         
	●      Not
    Applicable.
	Item
                                         15: Exhibits (no. 16):

         

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●      Not
    Applicable
	Item
                                         15: Exhibits (no. 18):

         

        Letter
        re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●      Not
    Applicable.
	Item
                                         15: Exhibits (no. 21):

         

        Subsidiaries
        of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)

         
	●      Depositor.
	Item
                                         15: Exhibits (no. 22):

         

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders 

         
	●      Not
    applicable.



 






    Exhibit S-9


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	(Exhibit No. 22 of Item 601 of Regulation S-K).	 
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 23) – Part 1 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is
        required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration
        statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation
        delivered pursuant to Section 13.9 of this Trust and Servicing Agreement.

         
	●      Depositor
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 23) – Part 2 of 2 Parts:

         

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent
        of the registered public accounting firm for purposes of any attestation report rendered with respect to the particular
        “Party Responsible” pursuant to Section 13.9 of this Trust and Servicing Agreement.

         
	●      Servicer

         

        ●      Special
        Servicer

         

        ●      Depositor

         

        ●      Any
        other Servicing Function Participant

         

        provided,
        however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery,
        of such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation
        report.

         

	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 24)

         

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	●      Certificate
    Administrator
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 31(i))

         

        Rule
        13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).

         
	●      Not
    Applicable



 






    Exhibit S-10


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	 

                                                                                                                                                                   Item
                                         15: Exhibits (no. 31(ii))

         

        Rule
        13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).

         
	●      Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 13.11) of this Trust and Servicing
    Agreement.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 32)

         

        Section
        1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).

         
	●      Not
    Applicable.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 33)

         

        Report
        on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation
        S-K).

         
	●      Delivery
    of this exhibit (annual compliance assessment) is governed by Section 13.8) of this Trust and Servicing Agreement.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 34)

         

        Attestation
        report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of
        Regulation S-K).

         
	●      Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 13.9 of this Trust and Servicing Agreement.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 35)

         

        Servicer
        compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).

         
	●      Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 13.7 (and Section 13.8) of this Trust and Servicing
    Agreement.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 99)

         

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)

         
	●      Not
    Applicable.
	 

                                                                                                                                                       Item
                                         15: Exhibits (no. 100)

         

        BRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	●      Not
    Applicable.
	Item
15: Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following conditions:
(a) such document constitutes “Additional Form 8-K Disclosure” pursuant 	●      Certificate
Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
for the exhibit pursuant to Item 9(d) of Exhibit T (it being acknowledged that none of the Servicer 



 






    Exhibit S-11


     


    

 


	Item
    on Form 10-K	Party
    Responsible
	to Item 9.01(d) of Exhibit T, (b)
    such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the Form
    10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	or the Special
    Servicer constitutes a “Party Responsible” under Exhibit T with respect to any exhibits to a Form 10-K).


  






    Exhibit S-12


     


    

 




EXHIBIT
T


 


FORM
8-K DISCLOSURE INFORMATION


 


For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, the parties identified in the “Party Responsible”
column are obligated pursuant to Section 13.6 of the Trust and Servicing Agreement to report to each Other Exchange Act Reporting
Party and each Other Depositor to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes,
the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K” column
to the extent such party has knowledge of such information (other than information as to itself). Each of the Operating Advisor,
the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the
Other Depositor (in its capacity as such) shall be entitled to rely on the accuracy of the Offering Circular and the offering materials
with respect to any related Other Securitization Trust (other than information with respect to itself that is set forth in or omitted
from such offering materials or the Offering Circular), in the absence of specific notice to the contrary from the Depositor, Other
Depositor or the Trust Loan Seller. Each of the Operating Advisor, Certificate Administrator, the Trustee, the Servicer, the Special
Servicer, each Other Exchange Act Reporting Party and the Other Depositor (in its capacity as such) shall be entitled to assume
that there is no “significant obligor” other than a party or property identified as such in the prospectus relating
to the Other Securitization and to assume that no other party or property will constitute a “significant obligor” after
the Cut-off Date. In no event shall the Servicer or the Special Servicer be required to provide any information for inclusion in
a Form 8-K that relates to any Mortgage Loan for which the Servicer or the Special Servicer is not the applicable Servicer or Special
Servicer, as the case may be. For this Agreement and any Other Securitization Trust, each of the Operating Advisor, Certificate
Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor
(in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement, liquidity or derivative
instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as such in the Offering Circular
and the offering materials with respect to any related Other Securitization Trust.


 






    Exhibit T-1


     


    

 


	Item on Form 8-K	Party Responsible 	 
	
        Item 1.01: Entry into
        a Material Definitive Agreement

         

         

         
	
        ●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material contracts
        to which the registrant or a subsidiary thereof is a party).

         

        ●     Certificate
Administrator, Trustee, Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01 of Form 8-K
requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to the asset-backed securities
transaction, even if the registrant is not a party to such agreement), in each case to the extent of any amendment or definitive
agreement that satisfies all the following conditions: (a) such amendment or definitive agreement relates to the Trust or one
or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive agreement is an amendment or definitive agreement
to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or
vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however,
that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Trust
and Servicing Agreement. 
	 



 






    Exhibit T-2


     


    

 


	Item on Form 8-K	Party Responsible 	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all the following conditions: (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in connection with any amendment to this Trust and Servicing Agreement.	 
	Item 1.02: Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor, to the extent of any material agreement not covered in the prior item	 
	Item 1.03: Bankruptcy or Receivership	●     Depositor	 
	Item 2.04: Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement	
        ●     Depositor

         

        ●     Certificate
        Administrator

         
	 
	Item 3.03: Material Modification to Rights of Security Holders	●     Certificate Administrator	 
	Item 5.03: Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●     Depositor	 
	Item 6.01: ABS Informational and Computational Material	●     Depositor	 
	Item 6.02 (Part 1 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in trustee	
        ●     Trustee

         

        ●     Depositor 
	 



 






    Exhibit T-3


     


    

 


	Item on Form 8-K	Party Responsible 
	Item 6.02 (Part 2 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a change in Servicer or Special Servicer	
        ●     Certificate
        Administrator

         

        ●     Servicer
        or Special Servicer, as the case may be (in each case, as to itself)

         

	Item 6.02 (Part 3 of 3 Parts): Change of Servicer or Trustee, but only to the extent related to a servicer (other than a party to the Trust and Servicing Agreement) appointed by the particular “Party Responsible”.	
        ●     Servicer

         

        ●     Special
        Servicer

         

        ●     Certificate
        Administrator

         

        ●     Depositor

         

	Item 6.03: Change in Credit Enhancement or External Support	
        ●     Depositor

         

        ●     Certificate
Administrator 

	Item 6.04: Failure to Make a Required Distribution	●     Certificate Administrator
	Item 6.05: Securities Act Updating Disclosure	●     Depositor
	Item 7.01: Regulation FD Disclosure	●     Depositor
	Item 8.01: Other Events	●     Depositor
	
        Item 9.01(d): Exhibits
        (no. 1):

         

        Underwriting agreement
        (Exhibit No. 1 of Item 601 of Regulation S-K)

         
	●     Not applicable
	
        Item 9.01(d): Exhibits
        (no. 2):

         

        Plan of acquisition,
        reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)

         
	●     Depositor
	
        Item 9.01(d): Exhibits
        (no. 3):

         

        Articles of incorporation
        and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)

         
	●     Depositor



 






    Exhibit T-4


     


    

 


	Item on Form 8-K	Party Responsible 	 
	
        Item 9.01(d): Exhibits
        (no. 4):

         

        With respect to instruments
        defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)

         
	
        ●     Certificate
        Administrator

         

        provided, in
        each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust and Servicing
        Agreement

         
	 
	
        Item 9.01(d): Exhibits
        (no. 7):

         

        Correspondence from an
        independent accountant regarding non-reliance on a previously issued audit report or completed interim review. (Exhibit No. 7 of
        Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 14):

         

        Code of Ethics (Exhibit
        No. 14 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 16):

         

        Letter re change in certifying
        accountant (Exhibit No. 16 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 17):

         

        Correspondence on departure
        of director (Exhibit No. 17 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 
	
        Item 9.01(d): Exhibits
        (no. 20):

         

        Other documents or statements
        to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)

         
	●     Not Applicable	 



 






    Exhibit T-5


     


    

 


	Item on Form 8-K	Party Responsible 
	
        Item 9.01(d): Exhibits
        (no. 23):

         

        Consents of Experts and
        Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required with respect to material
        (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.

         
	●     Depositor
	
        Item 9.01(d): Exhibits
        (no. 24)

         

        Power of Attorney (Exhibit
        No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or the name of any officer signing
        the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.

         
	●     Certificate Administrator
	
        Item 15: Exhibits (no.
        99)

         

        Additional exhibits (Exhibit
        No. 99 of Item 601 of Regulation S-K)

         
	●     Not Applicable.
	
        Item 15: Exhibits (no.
        100)

         

        BRL-Related Documents
        (Exhibit No. 100 of Item 601 of Regulation S-K).

         
	●     Not Applicable.




    Exhibit T-6


     


    

 


EXHIBIT
U


 


ADDITIONAL
DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO cts.sec.notifications@wellsfargo.com
AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


 


Wells Fargo Bank, National Association, as Certificate Administrator 


9062 Old Annapolis Road 


Columbia, Maryland 21045-1951 


Attn:   Corporate Trust Services (CMBS) J.P. Morgan Chase Commercial
Mortgage Securities Trust 2020-LOOP Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP —SEC REPORT PROCESSING


 


RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section
[13.4] [13.5] [13.6] of the Trust and Servicing Agreement, dated as of February 5, 2020 (the “Trust and Servicing Agreement”),
by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor (the “Depositor”), KeyBank
National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor the undersigned, as [          ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K] Disclosure:


 


List of any Attachments hereto to be included in the Additional
Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification should be directed
to [                    ], phone number: [                    ]; email address: [                    ].


 





	 	[NAME OF PARTY],

                    as [role]

	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc: Depositor 


 




    Exhibit U-1


     


    

 


EXHIBIT
V


 


INITIAL
SUB-SERVICERS 


 


None. 


 




    Exhibit V-1


     


    

 


EXHIBIT
W


 


FORM
OF ANNUAL COMPLIANCE STATEMENT


 


CERTIFICATION



J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP
(the “Trust”)


 


I, [identifying the certifying
individual], on behalf of [KeyBank National Association, as Servicer] [Situs Holdings, LLC, as Special Servicer] [Wells Fargo Bank,
National Association, as Certificate Administrator] [Wells Fargo Bank, National Association, as Trustee] (the “Certifying
Servicer”), certify to J.P. Morgan Chase Commercial Mortgage Securities Corp. and its officers, directors and affiliates,
and with the knowledge and intent that they will rely upon this certification, that:


 


I (or Servicing
Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar year] [between
[__] and [__]] and the Certifying Servicer’s performance under the Trust and Servicing Agreement; and


 


To the best
of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations under the Trust and Servicing
Agreement in all material respects [throughout such year] [between [__] and [__]]. [To my knowledge, the Certifying Servicer has
failed to fulfill the following obligations under the Trust and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE
AND STATUS THEREOF]].


 





	Date:	 	 


 





[KEYBANK NATIONAL ASSOCIATION, as Servicer]

[SITUS HOLDINGS, LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee]






 





	By:	 	 
	 	Name:	 
	 	Title:	 


  




    Exhibit W-1


     


    

 


EXHIBIT
X


 


FORM
OF REPORT ON ASSESSMENT OF

COMPLIANCE with SERVICING CRITERIA


 


[Name of Reporting Servicer] (the “Reporting
Servicer”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of
Item 1122 of Regulation AB, as of and for the 12-month period ending December 31, 20[__] (the “Reporting Period”),
as set forth in Exhibit AA to the Trust and Servicing Agreement. The transactions covered by this report include asset-backed securities
transactions for which the Reporting Servicer acted as [a Servicer, special servicer, trustee, certificate administrator] involving
commercial mortgage loans [other than __________________*]
(the “Platform”);


 


The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


 


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


 


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


 


The Reporting Servicer has complied, in
all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


 


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and


 





 



 


*
Describe any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered
prior to compliance with Regulation AB, transactions involving an offer and sale of asset backed securities that were not required
to be issued), if applicable.


 






    Exhibit X-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 X-2


     


    

 


EXHIBIT
Y-1


 


FORM OF CERTIFICATION TO BE PROVIDED TO
DEPOSITOR BY SERVICER


 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP, issued pursuant to the Trust and Servicing Agreement dated as of February
5, 2020 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor.



 


I, [identity of certifying
individual], hereby certify with the knowledge and intent that this Certification will be relied upon by the applicable Certification
Parties (as defined in the Trust and Servicing Agreement) (i) in connection with the certification concerning the Trust, as applicable,
to be signed by an officer of the Depositor and/or (ii) in connection with the certification concerning the trust related to an
Other Securitization, to be signed by an officer of the Other Depositor, as applicable, and submitted to the Securities and Exchange
Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Servicer
in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Servicer in accordance with the
Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period
covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”) (such information provided by the
Servicer, collectively, the “Servicer Periodic Information”);


 


2.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the relevant period, the Servicer Periodic Information, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
the Form 10-K;


 


3.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by the Special Servicer in the special servicer
backup certificate delivered by the Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the
Form 10-K is included in the Servicer Periodic Information;


 






    Exhibit Y-1-1


     


    

 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Servicer under the Trust
and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Servicer compliance statement
required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of
Regulation AB, and except as disclosed in the Servicer Periodic Information, the Servicer has fulfilled its obligations under the
Trust and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the
Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance
with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Servicer or any
Servicing Function Participant retained by the Servicer (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly stated in all material
respects.


 


This Certification is
being signed by me as an officer of the Servicer responsible for reviewing the activities performed by the Servicer under the
Trust and Servicing Agreement. 


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 




    Exhibit Y-1-2


     


    

 


EXHIBIT
Y-2


 


FORM OF CERTIFICATION TO BE PROVIDED TO
DEPOSITOR BY SPECIAL SERVICER


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP, issued pursuant to the Trust and Servicing Agreement dated as of February
5, 2020 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor.



 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Special
Servicer in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended
December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer in accordance
with the Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of
the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided
by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.       Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Trust and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;


 






    Exhibit Y-2-1


     


    

 


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Trust and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K
under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer has
fulfilled its obligations under the Trust and Servicing Agreement in all material respects;


 


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer
under the Trust and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Y-2-2


     


    

 


EXHIBIT
Y-3


 


FORM OF CERTIFICATION TO BE PROVIDED TO
DEPOSITOR BY CERTIFICATE ADMINISTRATOR


 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP, issued pursuant to the Trust and Servicing Agreement dated as of February
5, 2020 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor.



 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
(collectively, with the Form 10-K, the “Reports”);


 


2.       Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the
Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports and
all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee, the servicer
and the special servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form
10-K is included in the Reports;


 


4.       I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Trust and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate Administrator
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K
under Item 1123 of Regulation AB, and


 






    Exhibit Y-3-1


     


    

 


except as disclosed in the Reports, the Certificate Administrator has fulfilled its obligations
under the Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate
Administrator under the Trust and Servicing Agreement. 


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Y-3-2


     


    

 


EXHIBIT
Y-4


 


FORM OF CERTIFICATION TO BE PROVIDED TO
DEPOSITOR BY TRUSTEE


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP, issued pursuant to the Trust and Servicing Agreement dated as of February
5, 2020 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. 



 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Trust and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


 


2.       Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all information required to be provided by the Trustee under the Trust and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 






    Exhibit Y-4-1


     


    

 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Trust and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article 13 of the Trust and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of
Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under the
Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Trust
and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Y-4-2


     


    

 


EXHIBIT
Y-5


 


FORM OF CERTIFICATION TO BE PROVIDED TO
DEPOSITOR BY OPERATING ADVISOR


 


J.P. Morgan Chase Commercial Mortgage Securities Corp.

383 Madison Avenue, 8th Floor

New York, New York 10017

Attention: Kunal K. Singh


 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP, issued pursuant to the Trust and Servicing Agreement dated as of February
5, 2020 (the “Trust and Servicing Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp.,
as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Certificate Administrator and as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor. 



 


I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


 


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Operating Advisor in accordance
with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Trust
and Servicing Agreement for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K of the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by
the Operating Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.       Based
on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       Based
on my knowledge, all information required to be provided by the Operating Advisor under the Trust and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 






    Exhibit Y-5-1


     


    

 


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Operating Advisor under the Trust
and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Operating Advisor’s
compliance statement to be delivered under Article 13 of the Trust and Servicing Agreement required for inclusion in the Form 10-K
under Item 1123 of Regulation AB, and except as disclosed in the Operating Advisor Periodic Information, the Operating Advisor
has fulfilled its obligations under the Trust and Servicing Agreement in all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating Advisor
or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of
noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing
criteria is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor
under the Trust and Servicing Agreement.


 





	Dated: 	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 




    Exhibit Y-5-2


     


    

 


EXHIBIT
Z


 


FORM OF OPERATING ADVISOR
ANNUAL REPORT2


 


Report Date: This report will be delivered
annually no later than 120 days after the end of the calendar year, pursuant to the terms and conditions of the Trust and Servicing
Agreement, dated as of February 5, 2020 (the “Trust and Servicing
Agreement”), among J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, KeyBank National Association,
as servicer, Situs Holdings, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator, as
custodian and as trustee, and Park Bridge Lender Services LLC, as operating advisor.

Transaction: J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial Mortgage Pass-Through Certificates,
Series 2020-LOOP

Operating Advisor: Park Bridge Lender Services LLC

Special Servicer: Situs Holdings, LLC


 


I.       Executive Summary


 


Based on the requirements
and qualifications set forth in the Trust and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Trust and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s actions under the Trust and Servicing Agreement. Based solely on such limited
review of the items listed below, and subject to the assumptions, limitations and qualifications set forth herein, the Operating
Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] operating in compliance
with Accepted Servicing Practices with respect to its performance of its duties under the Trust and Servicing Agreement during
the prior calendar year. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer
has failed to comply with Accepted Servicing Practices, as a result of the following material deviations.]


 


		●	[LIST OF ANY MATERIAL DEVIATION ITEMS]



 


In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD RECOMMENDATION OF
REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 





 



 


2
This report is an indicative report and does not reflect the final form of annual report to be used in any particular year.
The Operating Advisor will have the ability to modify or alter the organization and content of any particular report, subject
to the compliance with the terms of the Trust and Servicing Agreement, including, without limitation, provisions relating to Privileged
Information.


 






    Exhibit Z-1


     


    

 


II.       List of Items
that Were Considered in Compiling this Report


 


In rendering our assessment
herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Major Decision Reporting Packages.



 


		2.	Reports by the Special Servicer made available to Privileged Persons that are posted on the certificate
administrator’s website and each Asset Status Report and Final Asset Status Report.



 


		3.	The Special Servicer’s assessment of compliance report, attestation report by a third party
regarding the Special Servicer’s compliance with its obligations and net present value calculations and Appraisal Reduction
Amount calculations.



 


		4.	[LIST OTHER REVIEWED INFORMATION]



 


		5.	[INSERT IF AFTER AN OPERATING ADVISOR CONSULTATION EVENT: Consulted with the Special Servicer as provided
under the Trust and Servicing Agreement in respect to the Asset Status Reports for a Specially Serviced Mortgage Loan and with
respect to Major Decisions.]



 


NOTE: The Operating Advisor’s review
of the above materials should be considered a limited review and not be considered a full or limited audit. For instance, we did
not review each page of the Special Servicer’s policy and procedure manuals (including amendments and appendices), review
underlying lease agreements, re-engineer the quantitative aspects of their net present value calculator, visit any related property,
visit the Special Servicer, visit the Directing Certificateholder or interact with any borrower. In addition, our review of the
net present value calculations and Appraisal Reduction calculations is limited to the mathematical accuracy of the calculations
and the corresponding application of the non-discretionary portions of the applicable formulas, and as such, does not take into
account the reasonableness of the discretionary portions of such formulas.


 


		III.	Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this
Report



 


		1.	As provided in the TRUST AND SERVICING AGREEMENT, the Operating Advisor is not required to report
on instances of non-compliance with, or deviations from, Accepted Servicing Practices or the Special Servicer’s obligations
under the TRUST AND SERVICING AGREEMENT that the Operating Advisor determines, in its sole discretion exercised in good faith,
to be immaterial.



 


		2.	In rendering our assessment herein, we have assumed that all executed factual statements, instruments,
and other documents that we have relied upon in rendering this assessment have been executed by persons with legal capacity to
execute such documents.



 


		3.	Other than the receipt of the Major Decision Reporting Package, the Operating Advisor did not participate
in, or have access to, the Special Servicer’s and Directing Certificateholder’s discussion(s) regarding the Specially
Serviced Mortgage Loan. The 



 






    Exhibit Z-2


     


    

 


		 	Operating Advisor does not have authority to speak with
the Directing Certificateholder or borrower directly. As such, the Operating Advisor relied solely upon the information delivered
to it by the Special Servicer as well as its interaction with the Special Servicer, if any, in gathering the relevant information
to generate this report. The services that we perform are not designed and cannot be relied upon to detect fraud or illegal acts
should any exist.



 


		4.	The Special Servicer has the legal authority and responsibility to service the Specially Serviced
Mortgage Loan pursuant to the Trust and Servicing Agreement. The Operating Advisor has no responsibility or authority to alter
the standards set forth therein or direct the actions of the Special Servicer.



 


		5.	Confidentiality and other contractual limitations limit the Operating Advisor’s ability to outline
the details or substance of any communication held between it and the Special Servicer regarding the Specially Serviced Mortgage
Loan and certain information it reviewed in connection with its duties under the Trust and Servicing Agreement. As a result, this
report may not reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer.



 


		6.	The Operating Advisor is not empowered to speak with any investors directly. If the investors have
questions regarding this report, they should address such questions to the certificate administrator through the certificate administrator’s
website.



 


		7.	This report does not constitute a recommendation to buy, sell or hold any security, nor does the Operating
Advisor take into account market prices of securities or financial markets generally when performing its limited review of the
Special Servicer as described above. The Operating Advisor does not have a fiduciary relationship with any Certificateholder or
any other party or individual. Nothing is intended to or should be construed as creating a fiduciary relationship between the Operating
Advisor and any Certificateholder, party or individual.



 


Terms used but not defined herein have the meaning set forth
in the Trust and Servicing Agreement.


 




    Exhibit Z-3


     


    

 


EXHIBIT
AA


 


Form
of Notice from Operating Advisor Recommending Replacement of Special Servicer


 


 


 


Wells Fargo Bank, National Association, as Trustee

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – JPMCC 2020-LOOP 


 


Wells Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – JPMCC 2020-LOOP 


 


Situs Holdings, LLC,

4333 Edgewood Road NE,

Cedar Rapids, IA 52499

Attention: Greg Dryden, Senior Vice President, Special Servicing

Fax number: (319) 355-8030

Email: gdryden@aegonusa.com

Email: specialservicing@aegonusa.com 


 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP 

Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP, 

Recommendation of Replacement of Special Servicer 



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 7.1(i) of the Trust and Servicing Agreement, dated as of February 5, 2020 (the “Trust and Servicing
Agreement”), by and among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association,
as Servicer, Situs Holdings, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and
as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor, on behalf of the holders of J.P. Morgan Chase Commercial
Mortgage Securities Trust 2020-LOOP Commercial Mortgage Pass-Through Certificates, Series 2020-LOOP (the “Certificates”)
regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Trust and Servicing Agreement.


 


Based upon our review
of the Special Servicer’s operational practices conducted pursuant to and in accordance with Section 3.26 of the Trust and
Servicing Agreement, it is our assessment that Situs Holdings, LLC, in its current capacity as Special Servicer, is not


 






    Exhibit AA-1


     


    

 


[performing
its duties under the Trust and Servicing Agreement][acting in accordance with the Servicing Standard]. The following factors support
our assessment: [________].


 


Based upon such assessment,
we further hereby recommend that Situs Holdings, LLC be removed as Special Servicer and that [________] be appointed its successor
in such capacity.


 





	 	Very truly yours,
	 	 
	 	[The Operating Advisor]
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 




    Exhibit AA-2


     


    

 


EXHIBIT
BB


 


FORM OF CERTIFICATE ADMINISTRATOR RECEIPT
OF THE CLASS HRR CERTIFICATES


 


[February 5, 2020] 


 


	
        J.P. Morgan Chase Commercial Mortgage Securities Corp. 

        383 Madison Avenue, 8th Floor 

        New York, New York 10179 

        Attention: Kunal K. Singh
	
        JPMorgan Chase Bank, National Association 

        383 Madison Avenue, 8th Floor 

        New York, New York 10179 

        Attention: Thomas Cassino 

	
         

        PCSD PR CAP II Risk Private Limited 

        280 Park Avenue, 9th Floor 

        New York, New York 10017 

        Attention: Jesse Hom

         
	 


		Re:	J.P. Morgan Chase Commercial Mortgage Securities Trust 2020-LOOP Commercial
Mortgage Pass-Through Certificates, Series 2020-LOOP 



 


In accordance with Section
[5.1(d)][5.3(p)] of the Trust and Servicing Agreement, dated as of February 5, 2020 (the “Agreement”), the Certificate
Administrator hereby acknowledges receipt and possession of $8,300,000 of the Class HRR Certificates in the form of a Definitive
Certificate (CUSIP No. 46651WAQ7), which constitutes all of the Class HRR Certificates, as defined in the Agreement, for the benefit
of PCSD PR CAP II Risk Private Limited, as registered holder thereof, the [initial] Third Party Purchaser. The Certificate Administrator
will hold such certificate pursuant and subject to the Agreement. A copy of such Class HRR Certificate is attached as Exhibit A-1
Class HRR Certificate. Payments on the Certificates will be made to the registered holder thereof in accordance with the Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	WELLS
FARGO Bank, national association, 

not in its individual capacity 

but solely as Certificate Administrator
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    Exhibit BB-1