CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor, KeyBank National Association, as Servicer, SITUS HOLDINGS, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and CITIBANK, N.A., as Certificate Administrator...

Exhibit 4.2

EXECUTION VERSION

CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC.,
as Depositor,

KeyBank National Association,
as Servicer,

SITUS HOLDINGS, LLC,
as Special Servicer,

Wilmington Trust, National Association,
as Trustee,

and

CITIBANK, N.A.,
as Certificate Administrator

______________________

TRUST AND SERVICING AGREEMENT

Dated as of May 5, 2020

______________________

BX Commercial Mortgage Trust 2020-VIVA,
Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA

TABLE OF CONTENTS

Page

1. DEFINITIONS		7
1.1	Definitions.	7
1.2	Interpretation	74
1.3	Certain Calculations in Respect of the Mortgage Loan	74
2. DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES		78
2.1	Creation and Declaration of Trust; Conveyance of the Trust Loan	78
2.2	Acceptance by the Trustee and the Certificate Administrator	82
2.3	Representations and Warranties of the Trustee	85
2.4	Representations and Warranties of the Certificate Administrator	86
2.5	Representations and Warranties of the Servicer	88
2.6	Representations and Warranties of the Special Servicer	89
2.7	Representations and Warranties of the Depositor	90
2.8	[Reserved]	92
2.9	Representations and Warranties Contained in the Trust Loan Purchase Agreements.	92
2.10	Execution and Delivery of Certificates; Issuance of the Uncertificated VRR Interest; Issuance of Uncertificated Lower-Tier Interests	95
2.11	Miscellaneous REMIC Provisions	95
3. ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN		96
3.1	Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer	96
3.2	Sub-Servicing Agreements	97
3.3	Cash Management Account and Reserve Accounts	99
3.4	Collection Account	100
3.5	Distribution Account	107
3.6	Foreclosed Property Account	108
3.7	Appraisal Reductions	109
3.8	Investment of Funds in the Collection Account and any Foreclosed Property Account	112
3.9	Payment of Taxes, Assessments, etc	114
3.10	Appointment of Special Servicer	115
3.11	Maintenance of Insurance and Errors and Omissions and Fidelity Coverage	120
3.12	Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Property	123
3.13	Certificate Administrator to Cooperate; Release of Items in Mortgage Loan File	125
3.14	Title and Management of Foreclosed Property	126

TABLE OF CONTENTS
(continued)

Page

3.15	Sale of Foreclosed Property	128
3.16	Sale of the Mortgage Loan.	130
3.17	Servicing Compensation	133
3.18	Reports to the Certificate Administrator; Account Statements	138
3.19	Annual Statement as to Compliance	140
3.20	Annual Independent Public Accountants’ Servicing Report	141
3.21	Access to Certain Documentation Regarding the Mortgage Loan and Other Information	142
3.22	Inspections	143
3.23	Advances	143
3.24	Modifications of Mortgage Loan Documents; Due on Sale; Due on Encumbrance	148
3.25	Servicer and Special Servicer May Own Certificates	153
3.26	Notice of Mortgage Loan Event of Default to	153
3.27	Rating Agency Confirmation	154
3.28	Approval of Annual Budget	157
3.29	Co-operation with Other Asset Reviewer	157
3.30	Consultation with Other Operating Advisor	158
3.31	Compensating Interest Payments	158
4. PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS AND VRR INTEREST OWNER		158
4.1	Distributions	158
4.2	Withholding Tax	165
4.3	Allocation and Distribution of Yield Maintenance Premiums.	165
4.4	Statements to Trust Interest Owners	167
4.5	Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum.	170
5. THE CERTIFICATES		174
5.1	The Certificates	174
5.2	Form and Registration	174
5.3	Registration of Transfer and Exchange of Trust Interests	177
5.4	Mutilated, Destroyed, Lost or Stolen Certificates	187
5.5	Persons Deemed Owners	188
5.6	Access to List of Trust Interest Owners’ Names and Addresses; Special Notices	188
5.7	Maintenance of Office or Agency	189
6. THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER		189
6.1	Respective Liabilities of the Depositor, the Servicer and the Special Servicer	189

TABLE OF CONTENTS
(continued)

Page

6.2	Merger or Consolidation of the Servicer or the Special Servicer	189
6.3	Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others	189
6.4	Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer	191
6.5	Policies and Procedures	193
6.6	Indemnification by the Servicer, the Special Servicer and the Depositor	194
7. SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE; TRUSTEE AS MAKER OF ADVANCES		195
7.1	Servicer Termination Events; Special Servicer Termination Events	195
7.2	Trustee to Act; Appointment of Successor	201
7.3	Notification to Trust Interest Owners, the Depositor and the Rating Agencies.	203
7.4	Other Remedies of Trustee	204
7.5	Waiver of Past Servicer Termination Events and Special Servicer Termination Events	204
7.6	Trustee as Maker of Advances	205
8. THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR		205
8.1	Duties of the Trustee and the Certificate Administrator	205
8.2	Certain Matters Affecting the Trustee and the Certificate Administrator	208
8.3	Neither the Trustee nor the Certificate Administrator is Liable for Trust Interests or the Mortgage Loan	210
8.4	Trustee and Certificate Administrator May Own Certificates	212
8.5	Trustee’s and Certificate Administrator’s Fees and Expenses	212
8.6	Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	213
8.7	Resignation and Removal of the Trustee or the Certificate Administrator	214
8.8	Successor Trustee or Successor Certificate Administrator	216
8.9	Merger or Consolidation of the Trustee or the Certificate Administrator	216
8.10	Appointment of Co-Trustee or Separate Trustee	217
8.11	Appointment of Authenticating Agent	218
8.12	Trustee and Certificate Administrator Indemnification; Third-Party Claims	219
8.13	Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information	220
8.14	Access to Certain Information	221
8.15	Appointment of Custodian	229
9. CERTAIN MATTERS RELATING TO THE CONTROLLING CLASS REPRESENTATIVE AND THE RISK RETENTION CONSULTATION PARTY		230

iii

TABLE OF CONTENTS
(continued)

Page

9.1	Selection and Removal of the Controlling Class Representative and the Risk Retention Consultation Party.	230
9.2	Limitation on Liability of Controlling Class Representative and the Risk Retention Consultation Party; Acknowledgements of the Trust Interest Owners.	232
9.3	Consent to Various Actions; Rights and Powers of the Controlling Class Representative; Consultation Rights of the Risk Retention Consultation Parties	233
9.4	Controlling Class Representative Contact with Servicer and Special Servicer	236
10. TERMINATION		236
10.1	Termination	236
10.2	Additional Termination Requirements	237
10.3	Trusts Irrevocable	238
11. MISCELLANEOUS PROVISIONS		238
11.1	Amendment	238
11.2	Recordation of Agreement; Counterparts	241
11.3	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	241
11.4	Notices	242
11.5	Notices to the Rating Agencies	248
11.6	Severability of Provisions	248
11.7	Limitation on Rights of Trust Interest Owners	248
11.8	Trust Interests Nonassessable and Fully Paid	249
11.9	Reproduction of Documents	249
11.10	No Partnership	250
11.11	Actions of Trust Interest Owners	250
11.12	Successors and Assigns	250
11.13	Acceptance by Authenticating Agent, Certificate Registrar	251
11.14	Xxxxxx Act	251
11.15	Assumption by Trust of Duties and Obligations of the Lender Under the Mortgage Loan Documents	251
11.16	Treatment as a Security Agreement	251
11.17	Cooperation With the Loan Sellers With Respect to Rights Under the Mortgage Loan Agreement	252
12. REMIC ADMINISTRATION		252
12.1	REMIC Administration	252
12.2	Foreclosed Property	256
12.3	Prohibited Transactions and Activities	258

TABLE OF CONTENTS
(continued)

Page

12.4	Indemnification with Respect to Certain Taxes and Loss of REMIC Status	258
13. EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE		259
13.1	Intent of the Parties; Reasonableness	259
13.2	Succession; Sub-Servicers; Subcontractors	259
13.3	Other Securitization Trust’s Filing Obligations	261
13.4	Form 10-D Disclosure	261
13.5	Form 10-K Disclosure	262
13.6	Form 8-K Disclosure	263
13.7	Annual Compliance Statements	264
13.8	Annual Reports on Assessment of Compliance with Servicing Criteria	264
13.9	Annual Independent Public Accountants’ Servicing Report	266
13.10	Significant Obligor	267
13.11	Xxxxxxxx-Xxxxx Backup Certification	268
13.12	Indemnification	268
13.13	Amendments	271
13.14	Termination of the Certificate Administrator	271
13.15	[Reserved].	271
13.16	Termination of Sub-Servicing Agreements	271
13.17	Notification Requirements and Deliveries in Connection With Securitization of a Companion Loan.	272

EXHIBITS

Exhibit A-1	Form of Class D Certificates
Exhibit A-2	Form of Class E Certificates
Exhibit A-3	Form of Class R Certificates
Exhibit A-4	Form of Class VRR 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-1	Form of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
Exhibit G-2	Form of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate

TABLE OF CONTENTS
(continued)

Page

Exhibit G-3	Form of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
Exhibit H-1	Form of Transferor Certification for Transfers of Definitive Certificates
Exhibit H-2	Form of Investment Representation Letter for Transfers of Definitive Certificates
Exhibit H-3	Form of Transferee Certificate for Transfer of Class VRR Certificates
Exhibit H-4	Form of Transferor Certificate for Transfer of Class VRR Certificates
Exhibit H-5	Form of Transferee Certificate for Transfer of Uncertificated VRR Interest
Exhibit H-6	Form of Transferor Certificate for Transfer of Uncertificated VRR Interest
Exhibit I-1	Form of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as amended
Exhibit I-2	Form of Transferor Letter for Transfer of Class R Certificates
Exhibit J	Form of ERISA Representation Letter
Exhibit K-1	Form of Investor Certification - Access to Information
Exhibit K-2	Form of Investor Certification - Access Solely to Distribution Date Statements
Exhibit K-3	Form of Investor Certification – Voting and Other Rights
Exhibit L	Applicable Servicing Criteria
Exhibit M	Form of NRSRO Certification
Exhibit N	Form of Online Market Data Provider Certification
Exhibit O	[Reserved]
Exhibit P	Form of Distribution Date Statement
Exhibit Q	[Reserved]
Exhibit R	Form of Certificate Administrator Receipt in Respect of the Class VRR Certificates
Exhibit S	Form of Certification of the Risk Retention Consultation Party
Exhibit T-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit T-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit U	Loan Seller Sub-Servicers
Exhibit V	Additional Form 10-D Disclosures
Exhibit W	Additional Form 10-K Disclosures
Exhibit X	Form of Additional Disclosure Notification
Exhibit Y	Form of 8-K Disclosure
Exhibit Z-1	Form of Certification to be Provided by the Certificate Administrator
Exhibit Z-2	Form of Certification to be Provided by the Servicer
Exhibit Z-3	Form of Certification to be Provided by the Special Servicer
Exhibit Z-4	Form of Certification to be Provided to Depositor by the Custodian
Exhibit Z-5	Form of Certification to be Provided to Depositor by the Trustee
Exhibit Z-6	Form of Certification to be Provided to Depositor by a Sub-Servicer

This Trust and Servicing Agreement (“Agreement”), is dated as of May 5, 2020, by and among Citigroup Commercial Mortgage Securities Inc., as Depositor, KeyBank National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Certificate Administrator.

INTRODUCTORY STATEMENT

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

Reference is made to that certain fixed rate loan in the original principal amount of $3,000,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Replacement, Amended and Restated Promissory Note A-1, dated May 1, 2020 in the original principal amount of $268,055.60 made by the Borrowers (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-1”), (b) that certain Replacement, Amended and Restated Promissory Note A-2, dated May 1, 2020 in the original principal amount of $134,027.80 made by the Borrowers in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-2”), (c) that certain Replacement, Amended and Restated Promissory Note A-3, dated May 1, 2020 in the original principal amount of $134,027.80 made by the Borrowers in favor of Deutsche Bank AG, New York Branch (together with its successors in interest, “DBNY”) and endorsed to German American Capital Corporation (together with its successors in interest, “GACC”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-3”); (d) that certain Replacement, Amended and Restated Promissory Note A-4, dated May 1, 2020 in the original principal amount of $134,027.80 made by the Borrowers in favor of Societe Generale Financial Corporation (together with its successors in interest, “SGFC”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”); (e) that certain Replacement, Amended and Restated Promissory Note B-1, dated May 1, 2020 in the original principal amount of $131,944.40 made by the Borrowers in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Replacement, Amended and Restated Promissory Note B-2, dated May 1, 2020 in the original principal amount of $65,972.20 made by the Borrowers in favor of BCREI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Replacement, Amended and Restated Promissory Note B-3, dated May 1, 2020 in the original principal amount of $65,972.20 made by the Borrowers in favor of DBNY and endorsed to GACC (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Replacement, Amended and Restated Promissory Note B-4, dated May 1, 2020 in the original principal amount of $65,972.20 made by the Borrowers in favor of SGFC such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise

modified, “Note B-4”); (i) that certain Replacement, Amended and Restated Promissory Note C-1, dated May 1, 2020 in the original principal amount of $224,560,000.00 made by the Borrowers in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note C-1”); (j) that certain Replacement, Amended and Restated Promissory Note C-2, dated May 1, 2020 in the original principal amount of $112,280,000.00 made by the Borrowers in favor of BCREI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note C-2”); (k) that certain Replacement, Amended and Restated Promissory Note C-3, dated May 1, 2020 in the original principal amount of $112,280,000.00 made by the Borrowers in favor of DBNY and endorsed to GACC (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note C-3”); (l) that certain Replacement, Amended and Restated Promissory Note C-4, dated May 1, 2020 in the original principal amount of $112,280,000.00 made by the Borrowers in favor of SGFC (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note C-4”); (m) that certain Replacement, Amended and Restated Promissory Note A-5, dated May 1, 2020 in the original principal amount of $653,411,944.40 made by the Borrowers in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”); (n) that certain Replacement, Amended and Restated Promissory Note A-6, dated May 1, 2020 in the original principal amount of $326,705,972.20 made by the Borrowers in favor of BCREI and endorsed to Barclays Bank PLC (together with its successors in interest, “BBPLC”)) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (o) that certain Replacement, Amended and Restated Promissory Note A-7, dated May 1, 2020 in the original principal amount of $326,705,972.20 made by the Borrowers in favor of DBNY) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); and (p) that certain Replacement, Amended and Restated Promissory Note A-8, dated May 1, 2020 in the original principal amount of $326,705,972.20 made by the Borrowers in favor of SGFC (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-8”) (q) that certain Replacement, Amended and Restated Promissory Note B-5, dated May 1, 2020 in the original principal amount of $321,628,055.60 made by the Borrowers in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-5”); (r) that certain Replacement, Amended and Restated Promissory Note B-6, dated May 1, 2020 in the original principal amount of $160,814,027.80 made by the Borrowers in favor of BCREI and endorsed to BBPLC) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-6”); (s) that certain Replacement, Amended and Restated Promissory Note B-7, dated May 1, 2020 in the original principal amount of $160,814,027.80 made by the Borrowers in favor of DBNY) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-7”); and (t) that certain Replacement, Amended and Restated Promissory Note B-8, dated May 1, 2020 in the original principal amount

of $160,814,027.80 made by the Borrowers in favor of SGFC (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-8”; and each of Note X-0, Xxxx X-0, Xxxx X-0, Note X-0, Xxxx X-0, Xxxx X-0, Note A-7, Note A-8, Note B-1, Note B-2, Note B-3, Note B-4, Note B-5, Note B-6, Note B-7, Note B-8, Note C-1, Note C-2, Note C-3 and Note C-4, a “Note”, and together, the “Notes”). The Mortgage Loan was originated by CREFI, BCREI, DBNY and SGFC pursuant to that certain Loan Agreement, dated as of February 14, 2020 (as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Mortgage Loan Agreement”), by and between CREFI, BCREI, DBNY and SGFC, as lenders, and MANDALAY PROPCO, LLC and MGM GRAND PROPCO, LLC, as borrowers (collectively, with each other and their respective successors and assigns in such capacity under the Mortgage Loan Agreement and the other Mortgage Loan Documents, the “Borrowers”; and, each, a “Borrower”). As of the Cut-off Date, the aggregate outstanding principal balance of the Trust Loan is $562,400,000, the aggregate outstanding principal balance of the Companion Loans is $2,437,600,000, and the aggregate outstanding principal amount of the Mortgage Loan is $3,000,000,000.

Note X-0, Xxxx X-0, Xxxx X-0 and Note A-4 are collectively referred to herein as the “Trust A Notes”. Note B-1, Note B-2, Note B-3 and Note B-4 are collectively referred to herein as the “Trust B Notes”. Note C-1, Note C-2, Note C-3 and Note C-4 are collectively referred to herein as the “Trust C Notes” or the “C Notes”. Each of the Trust A Notes, the Trust B Notes and the Trust C Notes are referred to herein as a “Trust Note” or a “Trust Loan Note” and are collectively referred to herein as the “Trust Notes” or the “Trust Loan Notes”. The portion of the Mortgage Loan evidenced by the Trust Notes is referred to herein as the “Trust Loan”. Note X-0, Xxxx X-0, Xxxx X-0, Note A-8 are collectively referred to herein as the “Companion A Notes” (and, collectively with the Trust A Notes, the “A Notes”). Note B-5, Note B-6, Note B-7 and Note B-8 are collectively referred to herein as the “Companion B Notes” (and, collectively with the Trust B Notes, the “B Notes”). Each of the Companion A Notes and the Companion B Notes are referred to herein as a “Companion Loan Note” and are collectively referred to herein as the “Companion Loan Notes”. The portion of the Mortgage Loan evidenced by each Companion Loan Note is referred to herein as a “Companion Loan” and are collectively referred to herein as the “Companion Loans”.

Prior to the Closing Date, DBR Investments Co. Limited (“DBRI”) purchased for cash a 100% participation interest in DBNY’s portion of the Mortgage Loan. On or prior to the Closing Date, DBNY and DBRI transferred their respective interests in the portion of the Mortgage Loan evidenced by Note A-3, Note B-3 and Note C-3 to GACC.

The Trust Loan was sold and assigned by CREFI, BCREI, GACC and SGFC to the Depositor pursuant to: (i) in the case of the portion of the Trust Loan evidenced by Note A-1, Note B-1 and Note C-1, that certain Trust Loan Purchase Agreement, dated as of May 5, 2020 (the “CREFI Trust Loan Purchase Agreement”), by and between CREFI and the Depositor, (ii) in the case of the portion of the Trust Loan evidenced by Note A-2, Note B-2 and Note C-2, that certain Trust Loan Purchase Agreement, dated as of May 5, 2020 (the “BCREI Trust Loan Purchase Agreement”), by and between BCREI and the Depositor, (iii) in the case of the portion of the Trust Loan evidenced by Note A-3, Note B-3 and Note C-3, that certain Trust Loan Purchase Agreement, dated as of May 5, 2020 (the “GACC Trust Loan Purchase Agreement”), by and between GACC and the Depositor, and (iv) in the case of the portion of the Trust Loan evidenced by Note X-0,

Xxxx X-0 and Note C-4, that certain Trust Loan Purchase Agreement, dated as of May 5, 2020 (the “SGFC Trust Loan Purchase Agreement”), by and between SGFC and the Depositor. The CREFI Trust Loan Purchase Agreement, the BCREI Trust Loan Purchase Agreement, the GACC Trust Loan Purchase Agreement and the SGFC Trust Loan Purchase Agreement are each referred to herein as a “Trust Loan Purchase Agreement” and, collectively, as the “Trust Loan Purchase Agreements”.

The respective rights and obligations of the holders of the Notes are governed by the terms and provisions of that certain Agreement Between Noteholders, dated as of May 14, 2020 (as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Co-Lender Agreement”), by and between CREFI, as initial holder of Note X-0, Xxxx X-0, Xxxx X-0, Note B-5 and Note C-1, BCREI, as initial holder of Note A-2, Note B-2 and Note C-2, GACC, as initial holder of Note A-3, Note B-3 and Note C-3, SGFC, as initial holder of Note X-0, Xxxx X-0, Xxxx X-0, Note B-8 and Note C-4, Barclays Bank PLC (“BBPLC”), as initial holder of Note A-6 and Note B-6, and DBNY, as initial holder of Note A-7 and Note B-7.

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

As provided for herein, the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund for federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC” and the “Lower-Tier REMIC” and, each, a “REMIC”). The Class D, Class E and Class VRR Certificates and the Uncertificated VRR Interest represent “regular interests” in the Upper-Tier REMIC. The Class LD, Class LE, Class LVRR and LUVRR Uncertificated Interests represent “regular interests” in the Lower-Tier REMIC. The Class R Certificates will evidence the sole Class of “residual interests” in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law.

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

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

UPPER-TIER REMIC

The Class D, Class E and Class VRR Certificates and the Uncertificated VRR Interest shall 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 approximate initial Pass-Through Rate and the initial Certificate Balance (the “Initial Certificate Balance”) or initial Uncertificated VRR Interest Balance (the “Initial Uncertificated VRR Interest Balance”), as applicable, for each Class of Regular

Certificates, the Uncertificated VRR Interest and the Class UT-R Interest, which comprise the interests in the Upper-Tier REMIC created hereunder:

Class Designation	Approximate Initial Pass-Through Rate⁽¹⁾	Initial Certificate Balance or Initial Uncertificated VRR Interest Balance
Class D	3.66704% per annum	$378,670,000
Class E	3.66704% per annum	$155,610,000
Class VRR	⁽²⁾	$22,496,000
Uncertificated VRR Interest	⁽³⁾	$5,624,000
Class UT-R⁽⁴⁾	N/A⁽⁴⁾	N/A⁽⁴⁾

⁽¹⁾

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

⁽²⁾

Other than for tax reporting purposes, the Class VRR Certificates will not have a Pass-Through Rate, but will be entitled to interest on any Distribution Date equal to a pro rata portion of each of the VRR Standard Interest Distribution Amount and the VRR Adjusted Interest Distribution Amount for such Distribution Date as set forth in Section 4.1(b). For tax reporting purposes, the Class VRR Certificates will accrue interest at a per annum rate equal to the Pass-Through Rate for the Class LVRR Uncertificated Interest from time to time.

⁽³⁾

Other than for tax reporting purposes, the Uncertificated VRR Interest will not have a Pass-Through Rate, but will be entitled to interest on any Distribution Date equal to a pro rata portion of each of the VRR Standard Interest Distribution Amount and the VRR Adjusted Interest Distribution Amount for such Distribution Date as set forth in Section 4.1(b). For tax reporting purposes, the Uncertificated VRR Interest will accrue interest at a per annum rate equal to the Pass-Through Rate for the LUVRR Uncertificated Interest from time to time.

⁽⁴⁾

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

LOWER-TIER REMIC

The Class LD, Class LE, Class LVRR and LUVRR 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 initial 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	Initial Pass-Through Rate	Original Lower-Tier Principal Amount
Class LD	3.66704% per annum	$378,670,000
Class LE	3.66704% per annum	$155,610,000
Class LVRR	3.66704% per annum	$22,496,000
LUVRR	3.66704% per annum	$5,624,000
Class LT-R⁽¹⁾	N/A	N/A

⁽¹⁾

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

CREDIT RISK RETENTION

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

On the Closing Date, pursuant to the CREFI Trust Loan Purchase Agreement, CREFI shall receive, as partial consideration for its sale to the Depositor of 40% of the Trust Loan, Class VRR Certificates with an initial aggregate Certificate Balance of $11,248,000, representing approximately 40% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “CREFI VRR Interest Portion”).

On the Closing Date, pursuant to the BCREI Trust Loan Purchase Agreement, BBPLC, a “majority-owned affiliate” (within the meaning of the Credit Risk Retention Rules) of BCREI (an “originator” within the meaning of the Credit Risk Retention Rules of the Trust Loan), shall receive, as partial consideration for BCREI’s sale to the Depositor of 20% of the Trust Loan, Class VRR Certificates with an initial aggregate Certificate Balance of $5,624,000, representing approximately 20% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “BCREI VRR Interest Portion”).

On the Closing Date, pursuant to the GACC Trust Loan Purchase Agreement, DBNY, an “originator” (within the meaning of the Credit Risk Retention Rules) of the Trust Loan, shall receive, as partial consideration for its sale (through GACC) to the Depositor of 20% of the Trust Loan, Class VRR Certificates with an initial aggregate Certificate Balance of $5,624,000, representing approximately 20% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “DBNY VRR Interest Portion”).

On the Closing Date, pursuant to the SGFC Trust Loan Purchase Agreement, SGFC, an “originator” (within the meaning of the Credit Risk Retention Rules) of the Trust Loan, shall receive, as partial consideration for its sale to the Depositor of 20% of the Trust Loan, the Uncertificated VRR Interest with an initial aggregate Certificate Balance of $5,624,000, representing approximately 20% (by principal balance) of the entire Combined VRR Interest as of the Closing Date (the “SGFC VRR Interest Portion”).

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

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

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

1. DEFINITIONS

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

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

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

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

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

“AB Modified Loan”: The Mortgage Loan (1) if it became a corrected mortgage loan due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of the original unmodified mortgage loan and (2) as to which an Appraisal Reduction Amount is not in effect.

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

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

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

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

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

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

“Additional Insolvency Opinion”: As defined in the Mortgage Loan Agreement.

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

“Additional Servicing Compensation”: Default Interest and late payment fees (to the extent remaining after all payments pursuant to Section 3.4(c)(v)), assumption fees, defeasance fees, assumption application fees, release fees, Modification Fees, Consent Fees, loan service transaction fees, insufficient fund fees and similar fees and expenses to which the Servicer and the Special Servicer are entitled (to the extent not otherwise prohibited by and specifically allocated to such amounts) in accordance with the terms of the Mortgage Loan Documents or pursuant to this Agreement and any income earned (net of losses (subject to Section 3.8(b)) on the investment of funds deposited in the Collection Account, any Foreclosed Property, Account the Loss of Value Reserve Fund and, to the extent interest is not payable to the Borrower, the Cash Management Account and any Reserve Account pursuant to Section 3.8.

“Adjusted Certificate Balance”: With respect to any outstanding Class of Principal Balance Certificates at any date following the Anticipated Repayment Date means an amount equal to (i) the Standard Certificate Balance of such Class plus (ii) the Negative Amortization Amount for such Class.

“Adjusted Combined VRR Interest Balance” At any date following the Anticipated Repayment Date, an amount equal to (i) the Original Combined VRR Interest Balance plus (ii) the Negative Amortization Amount for the Combined VRR Interest.

“Adjusted Interest Rate”: (i) With respect to any Note, as defined in the Mortgage Loan Agreement; (ii) with respect to the Trust Loan, the weighted average of the Adjusted Interest Rates for the Trust Notes (weighted based on the respective principal balances of the Trust Notes) (the “Trust Loan Adjusted Interest Rate”), and (iii) with respect to the Mortgage Loan, the weighted average of the Adjusted Interest Rates for the Notes (weighted based on the respective principal balances of the Notes) (the “Mortgage Loan Adjusted Interest Rate”).

“Adjusted Net Mortgage Rate”: With respect to the Trust Loan (even if a Property becomes a Foreclosed Property), for any Distribution Date, the annualized rate at which interest would have to accrue in respect of the Trust Loan on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest that actually (or, in the absence of any prepayment, would have) accrued (exclusive of Default Interest) in respect of the Trust Loan at a per annum rate equal to the Net Mortgage Rate for the Trust Loan during the Mortgage Loan Interest Accrual Period that ends in the calendar month in which such Distribution Date occurs; provided, that: (i) the Adjusted Net Mortgage Rate for the Distribution Dates in January and February in any year which is not a leap year and in February in any year which is a

leap year (unless, in any such case, such Distribution Date is the final Distribution Date) will be determined based on the “aggregate amount of interest that actually (or, in the absence of any prepayment, would have) accrued”, as referred to above in this sentence, being net of the related Withheld Amounts transferred to the Interest Reserve Account; (ii) the Adjusted Net Mortgage Rate for the Distribution Date in March (or, if it is the Final Distribution Date, the Distribution Date in February) of any year will be determined based on the “aggregate amount of interest that actually (or, in the absence of any prepayment, would have) accrued”, as referred to above in this sentence, including any such Withheld Amounts that are part of the related Aggregate Available Funds; and (iii) in all cases, the Adjusted Net Mortgage Rate will be determined without regard to (x) any modification, waiver or amendment of the terms of the Trust Loan, whether agreed to by the Special Servicer in connection with a workout or proposed workout of the Trust Loan or otherwise, or resulting from a bankruptcy, insolvency or similar proceeding involving the Borrower or otherwise, (y) any increase in the Interest Rate for any Trust Loan Note as a result of a Mortgage Loan Event of Default or (z) a Property becoming a Foreclosed Property.

“Adjusted Pass-Through Rate”: Commencing with the Distribution Date occurring in the month following the month in which the Anticipated Repayment Date occurs, and for each Class of Non-Retained Principal Balance Certificates and each Uncertificated Lower-Tier Interest, a per annum rate equal to the sum of (i) the Standard Pass-Through Rate for such Class and Distribution Date and (ii) the Pass-Through Rate Adjustment Percentage for such Class and Distribution Date.

“Adjusted Realized Loss”: With respect to any Distribution Date:

(1) in the case of the Non-Retained Principal Balance Certificates, the excess, if any, of (A) the amount, if any, by which (i) the aggregate of the Adjusted Certificate Balances of the Non-Retained Principal Balance Certificates after giving effect to distributions of principal made and Negative Amortization Amounts allocated on such Distribution Date exceeds (ii) the Non-Retained Percentage of the outstanding principal balance of the Trust Loan immediately following the related Determination Date, after giving effect to (a) any payments and other collections of principal received with respect to the Trust Loan during the Collection Period related to such Distribution Date, (b) any reduction of the principal balance of the Trust Loan that has been permanently made during the Collection Period related to such Distribution Date as a result of a bankruptcy proceeding, modification or otherwise, and (c) any increase in the principal

balance of the Trust Loan as a result of Accrued and Deferred Principal added thereto during the Collection Period related to such Distribution Date, over (B) the Standard Realized Loss for the Non-Retained Principal Balance Certificates; and

(2) in the case of the Combined VRR Interest, the excess, if any, of (A) the amount, if any, by which (i) the Adjusted Combined VRR Interest Balance after giving effect to distributions of principal made and Negative Amortization Amounts allocated on such Distribution Date exceeds (ii) the VRR Percentage of the outstanding principal balance of the Trust Loan immediately following the related Determination Date after giving effect to (a) any payments and other collections of principal received with respect to the Trust Loan during the Collection Period related to such Distribution Date, (b) any reduction of the principal balance of the Trust Loan that has been permanently made during the Collection Period related to such Distribution Date as a result of a bankruptcy proceeding, modification or otherwise, and (c) any increase in the principal balance of the Trust Loan as a result of Accrued and Deferred Principal added thereto during the Collection Period related to such Distribution Date, over (B) the Standard Realized Loss for the Combined VRR Interest.

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

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

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

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

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

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

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

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

“Aggregate Available Funds”: With respect to each Distribution Date, an amount equal to: (a) the aggregate (without duplication) of (i) all amounts (other than any Yield Maintenance Premiums) received in respect of the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during the related Collection Period (including, without limitation, amounts in the form of payments, any Repurchase Price (or Loss of Value Payments by any Loan Seller in lieu thereof) or any other purchase price of the Trust Loan received by the Trust, any Liquidation Proceeds and, to the extent not otherwise applied to the repair or restoration of the Properties, any Insurance Proceeds and Condemnation Proceeds received by the Trust), (ii) any advance of interest on the Trust Loan for such Distribution Date, (iii) any Compensating Interest Payment made with respect to the Trust Loan for the related

Remittance Date, (iv) any amounts transferred to the Collection Account from any other account maintained under this Agreement for distribution on such Distribution Date (provided that the Servicer receives such transfer no later than the close of business on the Business Day prior to the related Remittance Date), (v) with respect to the Distribution Date occurring in March (or, if such Distribution Date is the final Distribution Date, in February), of each calendar year (commencing in 2021), the Withheld Amounts to be transferred from the Interest Reserve Account to the Distribution Account and (vi) any payment of interest received prior to the related Collection Period but intended to cover interest accrued during the Mortgage Loan Interest Accrual Period that corresponds to the Payment Date in the related Collection Period; reduced by (b) the aggregate (without duplication) of (i) the Aggregate Available Funds Reduction Amount for the related Remittance Date, (ii) with respect to any Distribution Date occurring in January (except in a leap year) or February of each calendar year (commencing in 2021) (unless, in either case, such Distribution Date is the final Distribution Date), the related Withheld Amounts transferred or to be transferred from the Distribution Account to the Interest Reserve Account, (iii) any portion of the amounts described in clause (a)(i) of this definition that represents escrow payments, reserve funds or amounts received in respect of future accrual periods and (iv) any portion of any Monthly Interest Payment Advance with respect to such Distribution Date to be applied to pay the Trustee/Certificate Administrator Fee (including the portion thereof that is the Trustee Fee) and/or the CREFC^® Licensing Fee. Aggregate Available Funds shall not include any amounts allocable to the Companion Loans under the Co-Lender Agreement.

“Aggregate Available Funds Reduction Amount”: With respect to any Distribution Date, the aggregate of all amounts withdrawn from the Collection Account pursuant to clauses (i) through (xi) of the first paragraph of Section 3.4(c) of this Agreement with respect to the related Remittance Date.

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

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

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

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

“Applicable DBRS Morningstar Permitted Investment Rating”: (A) In the case of such investments with maturities of 30 days or less, the short-term obligations (or, if applicable, deposit accounts) of which are rated at least “R-1 (middle)” by DBRS Morningstar or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “A” by DBRS Morningstar, (B) in the case of such investments with maturities of three months or less, but more than 30 days, the short-term obligations (or, if applicable, deposit accounts) of which are rated at least “R-1 (middle)” by DBRS Morningstar or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “AA(low)” by DBRS Morningstar, (C) in the case of such investments with maturities of six months or less, but more than three months, the short-term obligations (or, if applicable, deposit accounts) of which are rated in the highest short-term rating category by DBRS Morningstar or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “AA” by DBRS Morningstar, (D) in the case of such investments with

maturities of 365 days or less, but more than six months, the short-term obligations (or, if applicable, deposit accounts) of which are rated in the highest short-term rating category by DBRS Morningstar or the long-term obligations (or, if applicable, deposit accounts) of which are rated “AAA” by DBRS Morningstar.

“Applicable Moody’s Permitted Investment Rating”: In the case of such investments, the short-term debt obligations of which are rated at least “P-1” by Moody’s or the long-term debt obligations of which are rated at least “A2” by Moody’s.

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

“Applied Adjusted Realized Loss Amount”:

(a) With respect to any Class of Non-Retained Principal Balance Certificates, all amounts applied to reduce the Negative Amortization Amount of such Class of Non-Retained Principal Balance Certificates in respect of any Adjusted Realized Losses pursuant to Section 4.1(j); and

(b) With respect to the Combined VRR Interest, all amounts applied to reduce the Adjusted Combined VRR Interest Balance of the Combined VRR Interest, the Adjusted Certificate Balance of the Class VRR Certificates or the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, as applicable, in respect of applicable Adjusted Realized Loses pursuant to Section 4.1(k).

“Applied Realized Loss Amount”: With respect to any Class of Non-Retained Principal Balance Certificates, the Combined VRR Interest, the Class VRR Certificates or the Uncertificated VRR Interest, any related Applied Standard Realized Loss Amount or related Applied Adjusted Realized Loss Amount, as applicable.

“Applied Standard Realized Loss Amount”:

(a) With respect to any Class of Non-Retained Principal Balance Certificates, all amounts applied to reduce the Standard Certificate Balance of such Class of Non-Retained Principal Balance Certificates in respect of Standard Realized Losses pursuant to Section 4.1(j); and

(b) With respect to the Combined VRR Interest, all amounts applied to reduce the Original Combined VRR Interest Balance of the Combined VRR Interest, the Standard Certificate Balance of the Class VRR Certificates or the Uncertificated VRR Interest Balance (exclusive of any portion thereof that constitutes any Negative Amortization Amount) of the Uncertificated VRR Interest, as applicable, in respect of applicable Standard Realized Losses pursuant to Section 4.1(k).

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

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

“Appraisal Reduction Amount”: As of any date of determination, subject to Section 3.7(e) of this Agreement, an amount equal to the excess of (i) the outstanding principal balance of the Mortgage Loan on such date plus the sum of (A) all accrued and unpaid interest on the Mortgage Loan at the applicable Interest Rate (without duplication of any Accrued and Deferred Principal added to the principal balance of the Mortgage Loan), (B) all related unreimbursed Administrative Advances and Property Protection Advances and unpaid interest at the Advance Interest Rate on all Advances in respect of the Mortgage Loan or the Properties, (C) all currently due and unpaid real estate taxes and assessments and Insurance Premiums and all other amounts, including, if applicable, ground rents, due and unpaid in respect of the Properties (which taxes, premiums and other amounts have not been the subject of an Advance) and (D) to the extent not duplicative of amounts in clauses (B) or (C), all unpaid Trust Fund Expenses then due under the Mortgage Loan Agreement, over (ii) the sum of (A) the aggregate, with respect to each Property, of either (1) 90% of the related appraised value (as determined by an updated Appraisal that was performed within 9 months prior to the Appraisal Reduction Event if the Special Servicer is not aware of any material change in the market or condition or value of the subject Property since the date of such Appraisal, and otherwise was performed since the date of such material change if the Special Servicer is aware thereof), or (2) if the events described in clauses (i) through (iii) in the first sentence of Section 3.7(e) occur with respect to the subject Property, the Assumed Appraised Value of the subject Property, in each case, less the amount of any liens (exclusive of Permitted Encumbrances) on the subject Property senior to the lien of the Mortgage Loan Documents, plus (B) any escrows or reserve amounts with respect to the Mortgage Loan, including for taxes, Insurance Premiums and ground rents.

“Appraisal Reduction Event”: The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency in respect of the Balloon Payment) occurs in respect of the

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

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

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

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

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

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

“Assumed Monthly Interest Payment”: With respect to the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan), for the Maturity Date in connection with, or for any Assumed Payment Date following, a delinquency in the payment of the Balloon Payment, or for any Assumed Payment Date following the foreclosure, in whole or in part, of the Mortgage Loan or acceptance by the Special Servicer on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan or a portion of the Mortgage Loan, the scheduled monthly payment of interest at the Initial Interest Rate that would have been due in respect of the Trust Loan on its Maturity Date and each subsequent Payment Date (or Assumed Payment Date) (or on each Payment Date (or Assumed Payment Date) after the occurrence of a foreclosure, in whole or in part, of the Mortgage Loan or acceptance by the Special Servicer on behalf of the Trust and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan or a portion of the Mortgage Loan) if the Trust Loan had been required to continue to accrue interest at the Initial

Interest Rate in accordance with its terms, and without regard to the occurrence of the Maturity Date (or the occurrence of such foreclosure or acceptance of a deed-in-lieu of foreclosure or comparable conversion), in each case as such terms may have been modified, and the Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding involving the Borrower or its Affiliates or a modification, waiver or amendment granted or agreed to by the Servicer or the Special Servicer.

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

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

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

“B Note Control Appraisal Period”: As defined in the Co-Lender Agreement.

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

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

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

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

“Borrower”: As defined in the Introductory Statement.

“Borrower Parties”: Collectively, the Borrower, the Borrower Sponsors and the Guarantors.

“Borrower Party”: Any of the Borrower Parties.

“Borrower Reimbursable Trust Fund Expenses”: Expenses for which the Borrowers are obligated to reimburse the Trust pursuant to the Mortgage Loan Agreement (including, without limitation, Sections 9.5 and 10.13 of the Mortgage Loan Agreement).

“Borrower Related Party”: Individually or collectively, as the context may require, any Borrower, any Affiliated Manager, any Principal, any Borrower Sponsor, any Mezzanine Borrower and any Guarantor and any Affiliate of any of the foregoing.

“Borrower Restricted Party”: Individually or collectively, as the context may require, (i) any Borrower, any Borrower Sponsor, any borrower under a related mezzanine loan, any guarantor, any operating lessee or any property manager, or any of their respective managers, servicers, agents or Affiliates, (ii) a Restricted Holder, (iii) any Person controlling or controlled by or under common control with any Borrower, any Borrower Sponsor, any borrower under a related mezzanine loan, any guarantor, any operating lessee or any property manager or a Restricted Holder, as applicable, or (iv) any shareholder, partner, member or non-member manager, or any direct or indirect legal or beneficial owner of any interest in any Borrower, any Borrower Sponsor, any borrower under a related mezzanine loan, any guarantor, any operating lessee, any property manager or a Restricted Holder (other than a shareholder owning less than a 10% non-controlling direct or indirect legal or beneficial interest in any of the foregoing). For the purposes of this definition, “control” when used with respect to any specific Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Borrower Sponsors”: Individually or collectively, as the context may require, MGM Growth Properties Operating Partnership LP and XXXXX Operating Partnership L.P, and their respective successors in interest.

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

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

“C Note Control Appraisal Period”: As defined in the Co-Lender Agreement.

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

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

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

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

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

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

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

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

“Certificate”: Any Class D, Class E, Class VRR or Class R Certificate issued, authenticated and delivered hereunder.

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

“Certificate Administrator’s Website”: The internet website of the Certificate Administrator, initially located at xxxxx://xx.xxxxxxxxxx.xxx.

“Certificate Balance”: With respect to any outstanding Class of Principal Balance Certificates at any date of determination, either the Standard Certificate Balance or the Adjusted Certificate Balance, as applicable. References in this Agreement to “initial Certificate Balance” shall be deemed to refer to the initial Standard Certificate Balance unless otherwise indicated. References to “Certificate Balance” with respect to any Class of Principal Balance Certificates at any date shall be deemed to refer to the Standard Certificate Balance in the event that no Negative Amortization Amounts have been allocated to such Class, and to the Adjusted Certificate Balance in the event Negative Amortization Amounts have been allocated to such Class, unless otherwise indicated. With respect to any individual Principal Balance Certificate, the product of (x) the Percentage Interest represented by such Certificate multiplied by (y) the Certificate Balance of the related Class of Certificates to which such Certificate belongs.

“Certificate Interest Accrual Period”: With respect to any Class of Non-Retained Regular Certificates and any Uncertificated Lower-Tier Interest for any Distribution Date, the calendar month immediately preceding the month in which such Distribution Date occurs.

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

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

“Certificateholder Quorum”: A quorum that, for purposes of Section 7.1(d) of this Agreement, consists of the Holders of Principal Balance Certificates evidencing at least 50% of the Voting Rights of the Principal Balance Certificates, on an aggregate basis.

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

“Class D 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 D Certificate.

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

“Class Interest Shortfall”: With respect to any Class of Non-Retained Regular Certificates or any Uncertificated Lower-Tier Interest for any Distribution Date, the amount by which the Interest Distribution Amount for such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, and such Distribution Date (for purpose of this definition taking into account solely interest accrued during each Certificate Interest Accrual Period at the applicable Standard Pass-Through Rate for such Distribution Date on the outstanding Certificate Balance or Lower-Tier Principal Amount, as applicable, of such Class of Certificates or such Uncertificated Lower-Tier Interest) exceeds the portion of such amount actually distributed to such Class of Certificates or deemed distributed to such Uncertificated Lower-Tier Interest, as the case may be, on such Distribution Date.

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

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

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

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

“Class Principal Shortfall”: For any Distribution Date and any Class of Non-Retained Principal Balance Certificates, the amount, if any, by which (i) the Principal Distribution Amount for such Class and Distribution Date (for purpose of this definition taking into account solely amounts collected in respect of, or otherwise allocable to, principal that are received during the related Collection Period with respect to the Trust Loan without regard to any Accrued and Deferred Principal that has been added to the principal balance of the Trust Loan) exceeds (ii) the amount actually distributed to such Class of Non-Retained Principal Balance Certificates in respect of principal on such Distribution Date.

“Class R 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 R Certificate. The Class R Certificates have neither a Certificate Balance nor a Pass-Through Rate. The Class R Certificates will represent the Class LT-R Interest and the Class UT-R Interest.

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

“Class VRR Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating Agent, in substantially the form set forth in Exhibit A-4 hereto and designated as a Class VRR Certificate. The Class VRR Certificates constitute a class of “regular interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC. For tax reporting purposes, the Class VRR Certificates will accrue interest at the Adjusted Net Mortgage Rate in effect from time to time.

“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”: May 14, 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.

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

“Collateral Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, the excess of (i) the outstanding principal balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein, as well as any equity interests or other obligations senior thereto), over (ii) the sum of (solely to the extent allocable to the Mortgage Loan) (x) the most recent appraised value for the Properties, plus (y) solely to the extent not reflected or taken into account in such appraised value and to the extent on deposit with, or otherwise under the control of, the Lender as of the date of such determination, any capital or additional collateral contributed by the Borrower at the time the Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the Property, plus (z) any other escrows or reserves (in addition to any amounts set forth in the

immediately preceding clause (y)) held by the Lender in respect of such AB Modified Loan as of the date of such determination. The Servicer and the Certificate Administrator will be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Collateral Deficiency Amount.

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

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

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

“Combined VRR Interest”: The Class VRR Certificates and the Uncertificated VRR Interest, collectively.

“Combined VRR Interest Balance”: The Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, together. Following the Anticipated Repayment Date, the Combined VRR Interest Balance is subject to increase if and to the extent any Negative Amortization Amounts are allocated to the Combined VRR Interest based on Accrued and Deferred Principal being added to the principal balance of the Mortgage Loan. On any Distribution Date following the Anticipated Repayment Date, the VRR Allocation Percentage of the aggregate of any Negative Amortization Amounts added to the Certificate Balances of the Non-Retained Principal Balance Certificates on that Distribution Date will be allocated to the Combined VRR Interest.

“Combined VRR Interest Holders”: The holders of the Class VRR Certificates together with the Uncertificated VRR Interest Owner.

“Combined VRR Interest Owner”: Any Holder of a Class VRR Certificate or the Uncertificated VRR Interest Owner.

“Commission”: The Securities and Exchange Commission.

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

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

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

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

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

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

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

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

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

“Confidential Information”: With respect to the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, all material non-public information obtained in the course of and as a result of such Person’s performance of its duties as Trustee, Certificate Administrator, Servicer or Special Servicer, as applicable with respect to the Mortgage Loan, the Borrower Related Parties and the Property, unless such information (i) was already in the possession of such Person prior to being disclosed to such Person, (ii) is or becomes available to such Person from a source other than its activities as Trustee, Certificate Administrator, Servicer or Special Servicer, (iii) is or becomes generally available to the public other than as a result of a disclosure by Servicing Personnel or (iv) is required to be disclosed by law or court order, provided

such Person shall use reasonable efforts to obtain confidential treatment thereof. Notwithstanding the foregoing, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall be permitted to comply with its obligations hereunder to make information available to the extent that such information was received by it in its capacity as Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable.

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

“Consenting Party”: (i) Prior to the occurrence and continuance of a C Note Control Appraisal Period under the Co-Lender Agreement and solely during a CCR Control Period, the Controlling Class Representative; (ii) during the occurrence and continuance of a C Note Control Appraisal Period under the Co-Lender Agreement, unless a B Note Control Appraisal Period has occurred and is continuing, the holder of the Companion B Note that constitutes the controlling Note under the Co-Lender Agreement or its representative; or (iii) during the occurrence and continuance of a B Note Control Appraisal Period under the Co-Lender Agreement, the holder of the Companion A Note that constitutes the controlling Note under the Co-Lender Agreement or its representative, in each case to the extent such party is entitled to exercise such rights under the Co-Lender Agreement. For the avoidance of doubt, the Controlling Class Representative shall not be a Consenting Party if and for so long as a CCR Control Termination Event is in effect or during the existence of a Control Appraisal Period. Notwithstanding the foregoing, a Borrower Restricted Party cannot be a Consenting Party.

“Consulting Party”: Each of: (i) prior to the occurrence and continuance of a C Note Control Appraisal Period under the Co-Lender Agreement, and solely during a CCR Consultation Period, the Controlling Class Representative; (ii) at any time, each Risk Retention Consultation Party; and (iii) if a C Note Control Appraisal Period has occurred and is continuing under the Co-Lender Agreement, each Companion Loan Holder that is not the Controlling Noteholder (or its representative, which may be the controlling class representative with respect to the securitization of the related Note) (in each case to the extent such holders are entitled to exercise such consultation rights under the Co-Lender Agreement). For the avoidance of doubt, the Controlling Class Representative shall not be a Consulting Party if and for so long as a CCR Consultation Termination Event is in effect or during the existence of a C Note Control Appraisal Period, and any consultation rights of the Companion Loan Holders shall be subject to the terms of the Co-Lender Agreement. Notwithstanding the foregoing, a Borrower Restricted Party cannot be a Consulting Party.

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

“Controlling Class”: As of any time of determination, the most subordinate Class of Non-Retained Principal Balance Certificates then outstanding (i) that has an outstanding Standard Certificate Balance, as notionally reduced by any Cumulative Appraisal Reduction Amounts then allocable to such Class in reduction of its Standard Certificate Balance, that is equal to or greater than 25% of the initial Certificate Balance of that Class of Certificates, and (ii) as to which the holders of 50% or more of such Class of Certificates (by balance) are not Borrower

Restricted Parties; provided, that if no Class of Non-Retained Principal Balance Certificates meets the preceding requirements, the Class D Certificates will be the Controlling Class of Certificates. The Controlling Class as of the Closing Date is expected to be Class E.

“Controlling Class Representative”: The Holder of the Controlling Class (or other representative) selected or designated, as applicable, in accordance with Section 9.1.

“Controlling Noteholder”: As defined in the Co-Lender Agreement.

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

“Corporate Trust Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable, at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located: (i) with respect to the Trustee: 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: BX 2020-VIVA, or the principal trust office of any successor Trustee qualified and appointed pursuant to Section 8.8, and (ii) with respect to the Certificate Administrator: (a) for purposes of administration of the Trust, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Global Transaction Services—BX 2020-VIVA, and (b) for purposes of certificate transfer and presentment of Certificates for final payment thereon, 000 Xxxxxxxxxx Xxxxxxxxx, 00xx Xxxxx Xxxxxx Xxxx, Xxx Xxxxxx 00000, Attention: Securities Window, or the principal trust office of any successor Certificate Administrator qualified and appointed pursuant to Section 8.8.

“Credit Risk Retention Rules” or “Regulation RR”: The final credit risk retention rules issued by the Office of the Comptroller of the Currency (appearing at 12 C.F.R. § 43.1, et seq.) and the Securities and Exchange Commission (appearing at 17 C.F.R. § 246.1, et seq.), in each case as applicable to any particular matter arising hereunder, that adopted the joint final rule promulgated by the Regulatory Agencies (appearing at 79 F.R. 77601; pages 77740-77766) to implement the credit risk retention requirements of Section 15G of the Securities Exchange Act of 1934, as added by Section 941 of the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Regulatory Agencies in the adopting release (79 FR 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

“CREFC^®”: The CRE Finance Council, or any association or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC^®” 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 will be reasonably acceptable to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator.

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

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

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

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

“CREFC^® Capitalized Amounts/Non-Recoverable Trust Expense Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Capitalized Amounts/Non-Recoverable Trust Expense Template” available as of the Closing Date on the CREFC^® Website, or such other form for the presentation of such information and containing such additional information as may from time to time be approved by the CREFC^® for commercial mortgage securities transactions generally.

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

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

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

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

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

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

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

“CREFC^® Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available as of the Closing Date on the CREFC^® Website, or such other form for the presentation of such information and containing such additional

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

“CREFC^® Licensing Fee”: The “CREFC^® Intellectual Property Royalty License Fee” payable to CREFC^® in connection with the usage of CREFC^® trademarks, which shall be equal to, with respect to the Trust Loan and any Mortgage Loan Interest Accrual Period, the amount of interest accrued during such Mortgage Loan Interest Accrual Period at the related CREFC^® Licensing Fee Rate on the same principal balance, in the same manner, and for the same number of days as any related interest payment with respect to the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during such Mortgage Loan Interest Accrual Period is computed. Any payments of the CREFC^® Licensing Fee shall be made to “CRE Finance Council” and delivered by wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished by CREFC^® to the Servicer in writing at least two (2) Business Days prior to the Remittance Date):

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

Bank Name: JPMorgan Chase Bank, National Association

Bank Address: 00 Xxxxxxxx, Xxx Xxxx, XX 00000

Routing Number: 000000000

Account Number: 000000000

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

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

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

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

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

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

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

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

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

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

“CREFC^® Payment Posting Instructions Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Payment Posting Instructions Template” available as of the Closing Date on the CREFC^® Website, or such other form for the presentation of such information and containing such additional information as

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

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

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

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

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

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

(a) the following eight data files (and any other files as may be, or have been, adopted and promulgated by CREFC^® as part of the CREFC^® Investor Reporting Package (IRP) from time to time): (i) CREFC^® Loan Setup File; (ii) CREFC^® Loan Periodic Update File; (iii) CREFC^® Property File; (iv) CREFC^® Financial File; (v) CREFC^® Special Servicer Loan File; (vi) CREFC^® Special Servicer Property File; (vii) CREFC^® Bond Level File; and (viii) CREFC^® Collateral Summary File;

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

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

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

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

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

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

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

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

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

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

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

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

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

“Cumulative Appraisal Reduction Amount”: As of any date of determination by the Special Servicer, an amount equal to the sum of (i) all Appraisal Reduction Amounts then in effect, and (ii) with respect to any AB Modified Loan, any Collateral Deficiency Amount then in effect. The Certificate Administrator and the Servicer will be entitled to conclusively rely on the Special Servicer’s calculation or determination of any Cumulative Appraisal Reduction Amount. None of the Servicer, the Trustee nor the Certificate Administrator shall calculate or verify any Cumulative Appraisal Reduction Amount.

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

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

“Custodian”: Any Custodian appointed pursuant to Section 8.15 of this Agreement and, unless the Certificate Administrator is Custodian, named pursuant to any Custodial Agreement. The Custodian may (but need not) be the Certificate Administrator or the Servicer or any Affiliate or agent of the Certificate Administrator or the Servicer, but may not be (i) the Depositor, the Loan Sellers or any Affiliates thereof or (ii) the Borrower, any Borrower Restricted Party or any Affiliate thereof.

“Cut-off Date”: May 5, 2020.

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

“Default Interest”: With respect to any Payment Date, upon the occurrence and during the continuance of a Mortgage Loan Event of Default, interest accrued on the outstanding principal balance of the Mortgage Loan and, to the extent permitted by law, all accrued and unpaid interest and other amounts due in respect of the Mortgage Loan, in the case of each Note, at the excess of the Default Rate over the related Interest Rate.

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

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

“Deficient Exchange Act Deliverable”: With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee and each Servicing Function Participant and Additional Servicer retained by it (other than a Loan Seller Sub-Servicer), any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such item and (z) delivered by or on behalf of such party pursuant to the delivery requirements under Article 13 of this Agreement, that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and/or 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”: Citigroup Commercial Mortgage Securities Inc., a Delaware corporation, together with 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 5th day of each calendar month, but if such 5th day is not a Business Day, then the immediately succeeding Business Day, beginning in June 2020. A Determination Date relates to the Distribution Date that occurs in the same calendar month as such Determination Date.

“Directly Operate”: With respect to any Foreclosed Property, the furnishing or rendering of services to the tenants thereof, that are not customarily provided to tenants in connection with the rental of space “for occupancy only” within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such Foreclosed Property, the holding of such Foreclosed Property primarily for sale to customers, the use of such Foreclosed Property in a trade or business conducted by the Trust or the performance of any construction work on the Foreclosed Property (other than the completion of a building or improvement, where more than 10% of the construction of such building or improvement was completed before default became imminent), other than through an Independent Contractor; provided, however, that a Foreclosed Property will not be considered to be Directly Operated solely because the Trust (or the Special Servicer on behalf of the Trustee on behalf of the Trust) establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance or makes decisions as to repairs or capital expenditures with respect to such Foreclosed Property or takes other actions consistent with Treasury Regulations Section 1.856-4(b)(5)(ii).

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

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

“Disqualified Non-U.S. Tax Person”: With respect to a Class R Certificate, (x) an entity treated as a U.S. partnership if any of its partners, directly or indirectly (other than through

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

“Disqualified Organization”: Either (a) the United States, a State, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.

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

“Distribution Date”: The 4th Business Day after each Determination Date, commencing in June 2020. The first Distribution Date shall be June 11, 2020.

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

“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, and which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. § 9.10(b), having in either case a combined capital and surplus of at least

$50,000,000 and is subject to supervision or examination by federal or state authority, as applicable, and the long term unsecured debt obligations of which are rated at least “A2” by Moody’s or (c) an account maintained with any other insured depository institution that is the subject of a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, from each Rating Agency and Companion Loan Rating Agency for which the minimum rating is not met, with respect to any account listed in the clauses above, or from each Rating Agency and Companion Loan Rating Agency, with respect to any account other than one listed in the clauses above. An Eligible Account shall not be evidenced by a certificate of deposit, passbook or other instrument. If the holding institution for an account ceases to meet the requirements of this definition for an “Eligible Account”, then the party responsible for administering such account hereunder shall move such account to a holding institution meeting such requirements within 30 days.

“Eligible Institution”: Means (a) either a depository institution or trust company insured by the Federal Deposit Insurance Corporation, (i) the short-term unsecured debt obligations, deposit accounts or commercial paper of which are rated at least “P-1” by Moody’s and “R-1 (low)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two other NRSROs) in the case of letters of credit and accounts in which funds are held for 30 days or less, or (ii) in the case of letters of credit and accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations or deposit accounts of which are rated at least “A2” by Moody’s and “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two other NRSROs); (b) an institution that is the subject of a Rating Agency Confirmation from each Rating Agency; or (c) KeyBank National Association, provided (i) in the case of accounts in which funds are held for thirty (30) days or less, the short term unsecured debt obligations, deposit accounts or commercial paper of KeyBank National Association are rated at least “P-1” by Moody’s and “R-1 (low)” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two other NRSROs) and (ii) in the case of accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations or deposit accounts of KeyBank National Association are rated at least “A2” by Moody’s and “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by two other NRSROs).

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

“Environmental Law”: Any present or future federal, state or local law, statute, regulation or ordinance, any judicial or administrative order or judgment thereunder, pertaining to health, industrial hygiene, hazardous substances or the environment, including, but not limited to, each of the following, as enacted as of the date hereof or as hereafter amended: CERCLA; the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§ 6901 et seq.; the Toxic Substance Control Act, 15 U.S.C. §§ 2601 et seq.; the Water Pollution Control Act (also known as the Clean Water Act, 22 U.S.C. §§ 1251 et seq.), the Clean Air Act, 42 U.S.C. §§ 7401 et seq. and the Hazardous Materials Transportation Act, 49 U.S.C. §§ 1801 et seq.

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

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

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

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

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

“Excess Servicing Fee Rate”: With respect to the Trust Loan (including all or any portion thereof that constitutes an REO Trust Loan), a rate per annum equal to the Servicing Fee Rate minus 0.000625%; provided that such rate shall be subject to reduction at any time following any resignation of the Servicer pursuant to Section 6.4 of this Agreement (if no successor is appointed in accordance with Section 6.4 of this Agreement) or any termination of the Servicer pursuant to Section 7.1 of this Agreement, to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer (which successor may include the Trustee) that meets the requirements of Section 7.2 of this Agreement.

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

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

“FATCA”: As defined in Section 4.2.

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

“Final Asset Status Report”: An Asset Status Report, together with such other data or supporting information provided by the Special Servicer to any applicable Consenting Party or any applicable Consulting Party, which does not include any communications (other than the Final Asset Status Report) between the Special Servicer, on the one hand, and either a Consenting Party or a Consulting Party, on the other hand, with respect to the Mortgage Loan; provided, that no Asset Status Report shall be considered a Final Asset Status Report unless (i) any applicable Consenting Party has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent, or has been

deemed to approve or consent to such action or (ii) the Asset Status Report is labeled or otherwise communicated to the parties to which it is to be delivered as being final and is otherwise being implemented by the Special Servicer in accordance with the terms of this Agreement.

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

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

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

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

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

“Franchise/License Agreement”: As defined in the Mortgage Loan Agrement.

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

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

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

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

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

“Independent”: When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any material indirect financial interest in the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative, the Risk Retention Consultation Party, if any, the Borrower Related Parties or in any of their respective Affiliates and (ii) is not connected with the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Controlling Class Representative, the Risk Retention Consultation Party, if any, the Borrower Related Parties or any

of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions.

“Independent Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal Institute, (ii) if the state in which the subject 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 subject Property or Foreclosed Property is located.

“Independent Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent contractor” with respect to the Lower-Tier REMIC within the meaning of Section 856(d)(3) of the Code if such REMIC were a real estate investment trust (except that the ownership test set forth in that Section of the Code will be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or the Combined VRR Interest or 35% or more of the aggregate value of all Classes of Certificates and the Combined VRR Interest or such other interest in the Certificates and the Combined VRR Interest as is set forth in an Opinion of Counsel, which will, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer or the Trust, be delivered to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf of the Trustee); provided that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any income from such Person and the relationship between such Person and such REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee and the Certificate Administrator (or the Servicer or the Special Servicer on behalf of the Trustee) has received an Opinion of Counsel which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer (unless the Special Servicer or the Servicer is providing the Opinion of Counsel with respect to itself) or the Trust, be to the effect that the taking of any action in respect of any Foreclosed Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause such Foreclosed Property to cease to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of such Foreclosed Property to fail to qualify as Rents from Real Property.

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

“Initial Combined VRR Interest Balance”: The Initial Certificate Balance of the Class VRR Certificates, together with the Initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest.

“Initial Interest Rate”: (i) With respect to any Note, as defined in the Mortgage Loan Agreement; (ii) with respect to the Trust Loan, the weighted average of the Initial Interest Rates for the Trust Notes (weighted based on the respective principal balances of the Trust Notes) (the “Trust Loan Initial Interest Rate”), and (iii) with respect to the Mortgage Loan, the weighted average of the Initial Interest Rates for the Notes (weighted based on the respective principal balances of the Notes) (the “Mortgage Loan Initial Interest Rate”).

“Initial Purchasers”: Citigroup Global Markets Inc., Barclays Capital Inc., Deutsche Bank Securities Inc., SG Americas Securities, LLC and their respective successors-in-interest. “Inquiry” and “Inquiries”: As defined in Section 4.5(a).

“Initial Uncertificated VRR Interest Balance”: As defined in the Introductory Statement.

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

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

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

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

“Interest Distribution Amount”: With respect to any Distribution Date for any Class of Non-Retained Regular Certificates or any Uncertificated Lower-Tier Interest, the sum of the Current Interest Accrual Amount for such Distribution Date and such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be, plus any Class Interest Shortfall in respect of the immediately preceding Distribution Date for such Class of Certificates or such Uncertificated Lower-Tier Interest, as the case may be.

“Interest Rate”: With respect to any Note, as defined in the Mortgage Loan Agreement.

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

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

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

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

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

“Investment Personnel”: As defined in Section 6.5.

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

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

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

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

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

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

“IRS”: The Internal Revenue Service.

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

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

“Lender”: CREFI, BCREI, DBNY and SGFC, as originators and initial holders of the Mortgage Loan, and their respective successors and assigns in such capacity.

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

“Liquidation Expenses”: Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Property or 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 that have been previously reimbursed to the party incurring the same or that were netted against income from any Foreclosed Property and were considered in the calculation of the amount of Foreclosure Proceeds pursuant to the definition thereof.

“Liquidation Fee”: A fee payable to the Special Servicer with respect to each Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other liquidation of the Mortgage Loan or Foreclosed Property, as to which the Special Servicer receives any Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds related to such Liquidated Property, the liquidated Mortgage Loan or Foreclosed Property; provided, that in no event shall the Liquidation Fee payable in respect of the Mortgage Loan or Foreclosed Property exceed $2,500,000. The Special Servicer shall not be entitled to receive a Liquidation Fee in connection with: (i) a repurchase by a Loan Seller of its Loan Seller Percentage Interest in the Trust Loan pursuant to the related Trust Loan Purchase Agreement (so long as such repurchase occurs within the cure period required under the related Trust Loan Purchase Agreement which cure period will not exceed 180 days); (ii) a sale of the Trust Loan, any Companion Loan or any Foreclosed Property by the Special Servicer to itself; (iii) a purchase of the Mortgage Loan by an applicable mezzanine lender pursuant to the purchase option included in the related mezzanine intercreditor agreement or similar agreement; provided that the Mortgage Loan is purchased within 90 days of the date on which the applicable purchase option notice was given to the applicable mezzanine lender; provided, that for the avoidance of doubt, if there are one or more purchase option notices that are delivered subsequent to the initial purchase option notice, as long as the event that resulted in the first purchase option notice has, within the 90 day period from the date the applicable purchase option notice was given to the applicable mezzanine lender, ceased, been cured, been waived by the Servicer or Special Servicer in writing, or otherwise is no longer in effect, such 90-day period shall commence on the date of any subsequent purchase option notice given to the related mezzanine lender; (iv) a purchase of the Trust Loan, a Companion Loan or the Foreclosed Property by the Controlling Class Representative or any affiliate thereof, if such purchase occurs within 90 days after the later of (x) the date on which the Special Servicer first delivers to the Controlling Class Representative for its approval the initial Asset Status Report and (y) the date on which the Special Servicing Loan Event that triggered the

Asset Status Report occurred; or (v) the making of a Loss of Value Payment as contemplated by Section 2.9 of this Agreement unless the related Loan Seller does not make the particular Loss of Value Payment with respect to the Trust Loan until after more than 180 days following its receipt of notice or discovery of the Material Breach or Material Document Defect that gave rise to the payment of the particular Loss of Value Payment. Further notwithstanding the above, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Properties shall be offset by any Modification Fees collected or earned by the Special Servicer in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee.

“Liquidation Fee Rate”: A rate equal to 0.50% (50 basis points).

“Liquidation Proceeds”: (i) Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or the Certificate Administrator in connection with the liquidation of the Property, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff or other liquidation of the Mortgage Loan (other than amounts required to be paid to the Borrower Related Parties pursuant to law or the terms of the Mortgage Loan Agreement), including the proceeds of any full, partial or discounted payoff of the Mortgage Loan (exclusive of any portion of such payoff or proceeds that represents Default Interest or late payment charges) and (ii) any Loss of Value Payments paid by a Loan Seller pursuant to Section 2.9 of this Agreement, but only to the extent transferred to the Collection Account in accordance with Section 3.4(f) (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Loan Seller).

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

“Loan Portion”: With respect to the Trust Loan and any Loan Seller, the portion of the Trust Loan evidenced by (i) in the case of CREFI, Note A-1, Note B-1 and Note C-1, (ii) in the case of BCREI, Note A-2, Note B-2 and Note C-2, (iii) in the case of GACC, Note A-3, Note B-3 and Note C-3, and (iv) in the case of SGFC, Note A-4, Note B-4 and Note C-4.

“Loan Seller”: Each of CREFI, BCREI, GACC and SGFC, and their respective successors in interest.

“Loan Seller Percentage Interest”: With respect to any Loan Seller, the portion of the Trust Loan (including all or any portion thereof constituting an REO Trust Loan), expressed as a percentage, represented by such Loan Seller’s Loan Portion.

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

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

“Loss of Value Payment”: As defined in Section 2.9(e) of this Agreement.

“Loss of Value Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h)) designated as such pursuant to Section 3.4(e) of this Agreement. The Loss of Value Reserve Fund will be part of the Trust Fund but not part of any Trust REMIC.

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

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

“Lower-Tier Principal Amount”: With respect to any Uncertificated Lower-Tier Interest at any date, an amount equal to (1) the Original Lower-Tier Principal Amount of such Uncertificated Lower-Tier Interest as specified in the Introductory Statement, less (2) the sum of (a) all amounts deemed distributed with respect to such Uncertificated Lower-Tier Interest on all previous Distribution Dates pursuant to Section 4.1(c) that represent deemed distributions of principal, and (b) the aggregate amount of applicable Realized Losses deemed allocated to such Uncertificated Lower-Tier Interest, if any, on all previous Distribution Dates pursuant to Section 4.1(j) or Section 4.1(k), as applicable, plus (3) any negative amortization deemed allocated to such Uncertificated Lower-Tier Interest on all previous Distribution Dates. For the avoidance of doubt, the Lower-Tier Principal Amount of any Uncertificated Lower-Tier Interest at any date shall equal the then Certificate Balance of the Class of Related Certificates, or in the case of the LUVRR Uncertificated Interest, the then Uncertificated VRR Interest Balance of the Uncertificated VRR Interest.

“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 (i) the Loss of Value Reserve Fund and (ii) the assets of the Upper-Tier REMIC.

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

“MAI”: Members of the Appraisal Institute.

“Major Decision”: Any of the following:

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

(ii) any waiver of or determination not to enforce a “due-on-sale” or “due-on-encumbrance” clause (unless such clause is not exercisable under applicable law or such exercise is reasonably likely to result in successful legal action by the Borrower);

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

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

(v) any Property Manager changes including, without limitation, approval of the termination or replacement of a Property Manager (excluding, for the avoidance of doubt, replacement of a Property Manager with a Qualified Manager as permitted under the Mortgage Loan Documents) and/or modification, waiver or amendment of any Management Agreement, subordination, non-disturbance and attornment agreement or recognition agreement, in each case, to the extent the mortgagee’s approval is required by the Mortgage Loan Documents;

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

(vii) any amendment, modification or waiver, or any consent to an amendment, modification or waiver, of any monetary term (other than late fees and Default Interest but including, without limitation, the timing of payments and the acceptance of discounted pay-offs) or material non-monetary term of the Mortgage Loan or any extension of the Maturity Date of the Mortgage Loan that is not expressly permitted pursuant to the terms of the Mortgage Loan Documents without the consent of the Lender;

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

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

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

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

(xii) 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;

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

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

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

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

(xvii) any action to be taken with respect to the MGM/Mandalay Lease set forth in Section 5.3.2 of the Mortgage Loan Agreement, to the extent the mortgagee’s approval is required under the Mortgage Loan Agreement;

(xviii) any termination, modification or amendment of the Windmill Joint Venture set forth in Section 5.2.11 of the Mortgage Loan Agreement, to the extent the mortgagee’s approval is required under the Mortgage Loan Agreement;

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

(xx) any adoption or implementation of the Annual Budget, to the extent the mortgagee’s approval is required by the Mortgage Loan Documents;

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

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

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

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

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

“Major Decision Reporting Package”: With respect to any Major Decision, (a) a written report prepared by the Special Servicer describing in reasonable detail (i) the background and circumstances requiring action of the Special Servicer, (ii) the proposed course of action recommended, and (iii) information regarding any direct or indirect conflict of interest in the subject action, and (b) all information in the Special Servicer’s possession that is reasonably requested by the party receiving such Major Decision Reporting Package in order for such party to exercise any consultation or consent rights available to such party under this Agreement. For the avoidance of doubt, the Special Servicer may provide the information described in clauses (i)(1) and (i)(2) in the definition of “Major Decision Reporting Package” in the form of an Asset Status Report.

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

“Majority-Owned Affiliate”: A “majority-owned affiliate” as defined under the Credit Risk Retention Rules.

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

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

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

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

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

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

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

“MGM/Mandalay Lease SNDA”: As defined in the Mortgage Loan Agreement.

“MGM/Mandalay Operating Sublease”: As defined in the Mortgage Loan Agreement.

“Modification Fees”: With respect to the Mortgage Loan, any and all fees collected from the Borrower with respect to a modification, extension, waiver or amendment that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing) agreed to by the Servicer or the Special Servicer, other than (a) any Consent Fees, loan service transaction fees, assumption fees, assumption application fees or defeasance fees, if any, and (b) any Liquidation Fee, Work-out Fee or Special Servicing Fee. All Modification Fees collected or earned by the Special Servicer with respect to the Mortgage Loan in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan shall offset any Work-out Fees or Liquidation Fees payable with respect to the Mortgage Loan or the Properties.

“Monthly Additional Interest Amount”: As defined in the Mortgage Loan Agreement.

“Monthly Debt Service Payment Amount”: As defined in the Mortgage Loan Agreement.

“Monthly Interest Payment Advance”: Any advance made by the Servicer or the Trustee pursuant to Section 3.23(a) or 3.23(c) as applicable. Each reference to the reimbursement or payment of a Monthly Interest Payment Advance will be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Interest Rate, compounded annually, through the date preceding the date of payment or reimbursement.

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

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

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

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

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

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

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

“Mortgage Loan Interest Accrual Period”: The “Interest Period” as defined in the Mortgage Loan Agreement.

“Negative Amortization Amount”:

(A) With respect to any Class of Non-Retained Principal Balance Certificates, as the context may require, either (1) the amount added to the Certificate Balance thereof on any Distribution Date following the Anticipated Repayment Date equal to the excess, if any, of (i) the amount of interest accrued at the Pass-Through Rate Adjustment Percentage for such Class of Certificates and such Distribution Date over (ii) the amount of interest actually distributed to such Class of Certificates in respect of such interest at such Pass-Through Rate Adjustment Percentage on such Distribution Date, or (2) the aggregate of all such amounts added to the Certificate Balance thereof on previous Distribution Dates, less the sum of (a) all amounts distributed to Certificateholders of such Class on all previous Distribution Dates as principal in respect of such Negative Amortization Amount, and (b) the aggregate amount of Adjusted Realized Losses allocated to such Class of Certificates; provided, that such Negative Amortization Amount for any Distribution Date shall not exceed such Class’s proportionate share of the Non-Retained Percentage of the Accrued and Deferred Principal actually added to the principal balance of the Mortgage Loan in respect of the Payment Date related to such Distribution Date. For the avoidance of doubt, with respect to any Distribution Date, the aggregate Negative Amortization Amount for all Classes of Non-Retained Principal Balance Certificates shall not exceed the Non-Retained Percentage of the aggregate Accrued and Deferred Principal actually added to the principal balance of the Mortgage Loan with respect to the Payment Date related to such Distribution Date; and

(b) with respect to the Combined VRR Interest, as the context may require, either (1) the amount added to the Combined VRR Interest Balance on any Distribution Date following the Anticipated Repayment Date equal to the VRR Allocation Percentage of the aggregate of any Negative Amortization Amounts added to the Certificate Balances of the Non-Retained Principal Balance Certificates on such Distribution Date, or (2) the aggregate of all such amounts added to the Combined VRR Interest Balance on previous Distribution Dates, less the sum of (a) all amounts distributed to the Combined VRR Interest Owners on all previous Distribution Dates as principal in respect of the VRR Adjusted Principal Distribution Amount, and (b) the aggregate amount of applicable Adjusted Realized Losses allocated to the Combined VRR Interest. Any Negative Amortization Amount allocated to the Combined VRR Interest shall be allocated between the Class VRR Certificates, on the one hand, and the Uncertificated VRR Interest, on the other hand, pro rata in accordance with the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.

“Net Foreclosure Proceeds”: With respect to each related Foreclosed Property, the Foreclosure Proceeds with respect to such related Foreclosed Property net of any insurance

premiums, taxes, assessments, ground rents and other costs permitted to be paid therefrom pursuant to Section 3.14.

“Net Investment Earnings”: With respect to any Investment Account for any period from any Distribution Date to the immediately succeeding Remittance Date, the amount, if any, by which the aggregate of all interest and other income realized during such period on funds relating to the Trust Fund held in such account, exceeds the aggregate of all losses, if any, incurred during such period in connection with the investment of such funds in accordance with Section 3.8.

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

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

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

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

“Non-Exempt Person” shall mean any Person other than a Person who either (i) is a U.S. person or (ii) has provided to the Certificate Administrator for the relevant year such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and which, pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person, (B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Certificate Administrator to make such payments free of any obligation or liability for withholding, provided that duly executed form(s) provided to the Certificate Administrator pursuant to Section 5.3(q)(ii), shall be sufficient to evidence that such providing Person is not a Non-Exempt Person.

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

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

determination, the Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled to consider (among other things) the items set forth in the second sentence of Section 3.23(e).

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

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

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

“Non-Retained Percentage”: A percentage equal to 100% less the VRR Percentage. For the avoidance of doubt, at all times, the sum of the VRR Percentage and the Non-Retained Percentage shall equal 100%.

“Non-Retained Principal Balance Certificates”: The Class D and Class E Certificates, collectively.

“Non-Retained Regular Certificates”: The Class D and Class E Certificates, collectively.

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

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

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

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

“Note”: As defined in the Introductory Statement.

“Note Splitter Agreement”: Collectively, those certain note consolidation and splitter agreements, each dated as of May 1, 2020, each by and between the Borrower and CREFI, GACC, BCREI and SGFC, respectively.

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

“NRSRO Certification”: A certification in the form of Exhibit M executed by a NRSRO (other than any Rating Agency) in favor of the 17g-5 Information Provider that states that such NRSRO has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e) and that such NRSRO will keep any information obtained from the Certificate Administrator’s Website and the 17g-5 Information Provider’s Website confidential except to the extent such information has been made available to the general public. Each NRSRO shall be deemed to recertify to the foregoing each time it accesses the Certificate Administrator’s Website or the 17g-5 Information Provider’s Website.

“O&M Agreement”: As defined in the Mortgage Loan Agreement.

“Offering Circular”: The Offering Circular, dated May 5, 2020 for the Certificates.

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

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

“Original Combined VRR Interest Balance”: As of any date of determination, an amount equal to the Initial Combined VRR Interest Balance less the sum of (a) all amounts distributed to the Combined VRR Interest Holders with respect to the Combined VRR Interest on all previous Distribution Dates as principal and (b) the aggregate amount of Standard Realized Losses allocated to the Combined VRR Interest.

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

“Origination Date”: February 14, 2020.

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

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

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

“Other Pooling and Servicing Agreement”: The pooling and servicing agreement or other comparable agreement governing the creation of any Other Securitization Trust and the issuance of Companion Loan Securities.

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

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

“Pass-Through Rate”: (i) With respect to each Class of Non-Retained Principal Balance Certificates, the per annum rate at which interest accrues on the Certificate Balance of such Class of Non-Retained Principal Balance Certificates, which is (A) for any Distribution Date up to and including the Distribution Date occurring in the month in which the Anticipated Repayment Date occurs, the Standard Pass-Through Rate, and (B) for any Distribution Date commencing with the Distribution Date occurring in the month following the month in which the Anticipated Repayment Date occurs, the Adjusted Pass-Through Rate; and (ii) with respect to any Uncertificated Lower-Tier Interest, the per annum rate at which interest accrues on such Uncertificated Lower-Tier Interest, which is (A) for any Distribution Date, up to and including the Distribution Date occurring in the month in which the Anticipated Repayment Date occurs, the Adjusted Net Mortgage Rate with respect to the Trust Loan for such Distribution Date, and (B) for any Distribution Date commencing with the Distribution Date occurring in the month following the month in which the Anticipated Repayment Date occurs, the sum of the Adjusted Net Mortgage Rate with respect to the Trust Loan for such Distribution Date and the Pass-Through Rate Adjustment Percentage for such Uncertificated Lower-Tier Interest and such Distribution Date.

“Pass-Through Rate Adjustment Percentage”: For any Distribution Date commencing with the Distribution Date occurring in the month following the month in which the Anticipated Repayment Date occurs, and for each Class of Non-Retained Principal Balance Certificates and each Uncertificated Lower-Tier Interest, the excess, if any, of the Adjusted Interest Rate on the Trust Loan as of the commencement of the related Collection Period, over the Initial Interest Rate on the Trust Loan as of the commencement of the related Collection Period. For any such Distribution Date, the Pass-Through Rate Adjustment Percentage with respect to each Class of Non-Retained Principal Balance Certificates and each Uncertificated Lower-Tier Interest shall

be converted to a 30/360 Basis equivalent rate in a manner similar to that set forth under the definition of “Adjusted Net Mortgage Rate” in this Agreement (but without regard to Withheld Amounts).

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

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

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

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

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

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

(ii) Federal Housing Administration debentures;

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

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

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

(vi) debt obligations issued by an entity, the obligations of which are rated no less than the Applicable Xxxxx’x Permitted Investment Rating by Xxxxx’x and the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar (or, if not so rated by a Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency Confirmation from

such Rating Agency); provided, however, that the investments described in this clause must (1) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (2) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (3) such investments must not be subject to liquidation prior to their maturity;

(vii) commercial paper (including both non-interest bearing discount obligations and interest bearing obligations payable on demand or on a specified date not more than one year after the date of issuance thereof) issued by an entity, the obligations of which are rated no less than the Applicable Xxxxx’x Permitted Investment Rating by Xxxxx’x and the Applicable DBRS Morningstar Permitted Investment Rating by DBRS Morningstar (or, if not so rated by a Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency Confirmation from such Rating Agency); provided, however, that the investments described in this clause must (1) have a predetermined fixed dollar of principal due at maturity that cannot vary or change, (2) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (3) such investments must not be subject to liquidation prior to their maturity;

(viii) units of money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset value per share, so long as such funds (A) are rated by Xxxxx’x in its highest money market fund ratings category of “Aaa-mf” and (B) are rated by DBRS Morningstar in its highest money market fund ratings category (or, if not so rated by a Rating Agency, otherwise acceptable to such Rating Agency as confirmed by receipt of a Rating Agency Confirmation from such Rating Agency);

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

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

provided, however, that such instrument continues to qualify as a “cash flow investment” pursuant to Code Section 860G(a)(6) earning a passive return in the nature of interest and that no instrument

or security shall be a Permitted Investment if (i) such instrument or security evidences a right to receive only interest payments, (ii) the right to receive principal and interest payments derived from the underlying investment provides a yield to maturity in excess of 120% of the yield to maturity at par of such underlying investment, (iii) the rating for such instrument or security includes an “r” designation or (iv) if such instrument may be redeemed at a price below the purchase price; and provided, further, that no amount beneficially owned by the Upper-Tier REMIC or the Lower-Tier REMIC (even if not yet deposited in the Trust) may be invested in investments (other than money market funds) treated as equity interests for federal income tax purposes, unless the Servicer receives an Opinion of Counsel, at the expense of the party directing such Permitted Investment, to the effect that such investment will not adversely affect the status of the Upper-Tier REMIC or the Lower-Tier REMIC. Permitted Investments may not be purchased at a price in excess of par.

“Permitted Special Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, banking fees, insurance commissions and fees, and 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, any Companion Loan or any Foreclosed Property, subject to the terms and provisions of this Agreement (including Section 3.17).

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

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

“Plan”: As defined in Section 5.3(n).

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

“Post-Closing Letter”: As defined in the Mortgage Loan Agreement.

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

“Prepayment Interest Shortfall”: With respect to any Distribution Date, if the Mortgage Loan was subject to a Prepayment in full or in part during the related Collection Period,

which Prepayment was applied to the Mortgage Loan prior to the Payment Date in such Collection Period, the amount of interest at the Initial Interest Rate, net of the Servicing Fee and any Default Interest, to the extent not collected from the Borrower, that would have accrued on the Mortgage Loan on the amount of such Prepayment during the period commencing on the date as of which such Prepayment was applied to the unpaid principal balance of the Mortgage Loan and ending on the last day of the Interest Accrual Period corresponding to such Payment Date, inclusive.

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

“Principal Balance Certificates”: The Class D, Class E and Class VRR Certificates, collectively.

“Principal Distribution Amount”: For each Distribution Date and any Class of Non-Retained Principal Balance Certificates, the sum of (i) the portion of the Non-Retained Percentage of the Total Current Principal Collection Amount for such Distribution Date allocable to such Class in accordance with the definition of “Total Current Principal Collection Amount”, and (ii) any Class Principal Shortfall for the immediately preceding Distribution Date and such Class of Certificates.

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

“Privileged Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “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 Certificate Administrator and the Trustee, as evidenced by written advice of counsel (which will be an additional expense of the Trust) delivered to each of the Servicer, the Special Servicer, the Controlling Class Representative, the Certificate Administrator and the Trustee) required by law, rule, regulation, order, judgment or decree to disclose such information.

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

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

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

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

“PTCE”: Prohibited Transaction Class Exemption.

“Qualified Bidder”: As defined in Section 7.2.

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

“Qualified Certificate Administrator”: An institution (i) that is a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (ii) that is insured by the Federal Deposit Insurance Corporation and (iii) whose long term senior unsecured debt is (a) rated at least “Baa1” by Xxxxx’x and (b) rated at least “A” by DBRS Morningstar (or, if not rated by DBRS Morningstar, an equivalent rating by 2 other NRSROs) (or such other rating with respect to which the Rating Agencies have each provided a Rating Agency Confirmation).

“Qualified Franchisor/Licensor”: As defined in the Mortgage Loan Agreement.

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

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

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

“Qualified Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to special servicers in this Agreement (including, without limitation, the requirements of Section 6.4(a)(i)), and (ii) is not a Borrower Restricted Party.

“Qualified Trustee”: An institution (i) that is a corporation, national bank, national banking association or a trust company, organized and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred, having a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authority, (ii) that is insured by the Federal Deposit Insurance Corporation, (iii) whose long term senior unsecured debt is rated (a) at least “A2” by Xxxxx’x and (b) if rated by DBRS Morningstar, at least “A” by DBRS Morningstar (or such other rating with respect to which the Rating Agencies have each provided a Rating Agency Confirmation), (iv) as to which neither Xxxxx’x nor DBRS Morningstar has withdrawn, qualified or downgraded its rating of securities in a commercial mortgage loan securitization as a result of the performance by the Trustee and (v) that is not an Affiliate of the Servicer or the Special Servicer.

“Rated Final Distribution Date”: With respect to the Class D and Class E Certificates, the Distribution Date in March 2044. The Class VRR and Class R Certificates do not have, in the case of any Class thereof, a Rated Final Distribution Date.

“Rating Agency”: Each of Xxxxx’x and DBRS Morningstar.

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

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

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

“Realized Loss”: With respect to the Non-Retained Principal Balance Certificates or the Combined VRR Interest for any Distribution Date, either a related Standard Realized Loss or a related Adjusted Realized Loss, as applicable; and, with respect to any Uncertificated Lower-Tier Interest for any Distribution Date, the amount of any applicable Realized Losses allocated to the Related Certificates (or, in the case of the LUVRR Uncertificated Interest, to the VRR Uncertificated Interest) on such Distribution Date.

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

“Regular Certificates”: The Class D, Class E and Class VRR Certificates, collectively.

“Regular Interests”: The Regular Certificates and the Uncertificated VRR Interest, collectively.

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

“Regulation S”: Regulation S under the Act.

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

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

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

Related Certificates	Related Uncertificated Lower-Tier Interest
Class D Certificates	Class LD Uncertificated Interest
Class E Certificates	Class LE Uncertificated Interest
Class VRR Certificates	Class LVRR Uncertificated Interest

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

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

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

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

“REO Companion Loan”: Any Companion Loan if and to the extent that one or more Properties has become a Foreclosed Property, as described in Section 3.12(g).

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

“REO Mortgage Loan”: The Mortgage Loan (or the applicable portion thereof) if and to the extent that one or more Properties has become a Foreclosed Property, as described in Section 3.12(g).

“REO Trust Loan”: The Trust Loan if and to the extent that one or more Properties has become a Foreclosed Property, as described in Section 3.12(g).

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

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

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

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

“Repurchase Price”: (a) With respect to the Trust Loan (or the Foreclosed Property), an amount (without duplication) equal to the sum of (i) the unpaid principal balance of the Trust Loan less any portion of any Loss of Value Payment then on deposit in the Loss of Value Reserve Fund allocable to pay principal of the Trust Loan (or REO Trust Loan), (ii) accrued and unpaid interest on the Trust Loan at the Initial Interest Rate for the Trust Loan (without regard to the Default Rate or the Adjusted Interest 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, (iv) an amount equal to all interest on outstanding Monthly Interest Payment Advances, (v) any unpaid Trust Fund Expenses and (vi) any other expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator arising out of the enforcement of the repurchase obligation, including, without limitation, Liquidation Fees to the extent set forth in the definition of “Liquidation Fee”; provided, that the amounts set forth in the preceding clause (a) shall exclude any amounts not allocable to the Trust Loan in accordance with the Co-Lender Agreement; and (b) with respect to any repurchase by a single Loan Seller of its Loan Seller Percentage Interest in the Trust Loan, the related Loan Seller Percentage Interest of the related Repurchase Price for the Trust Loan as described in the preceding clause (a). No Liquidation Fee shall be paid by a Loan Seller in connection with a repurchase by such Loan Seller of its Loan Seller Percentage Interest in the Trust Loan due to a Material Breach or a Material Document Defect pursuant to the related Trust Loan Purchase Agreement (so long as such repurchase occurs within the cure period required under the related Trust Loan Purchase Agreement, not to exceed 180 days).

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

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

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

“Requesting Party”: As defined in Section 3.27.

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

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

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

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

mezzanine loan or (b) as to which foreclosure proceedings against the related collateral have been initiated.

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

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

“Retaining Party”: Each of CREFI, acting as initial holder of the CREFI VRR Interest Portion, BBPLC, acting as initial holder of the BCREI VRR Interest Portion, DBNY, acting as initial owner of the DBNY VRR Interest Portion, SGFC, acting as initial holder of the SGFC Interest Portion, and any successor holder of all or part of the Combined VRR Interest.

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

“Reverse Sequential Order”: With respect to the allocation of any applicable Standard Realized Loss, Adjusted Realized Loss, Appraisal Reduction Amount or Cumulative Appraisal Reduction Amount, as applicable, to the respective Classes of Non-Retained Principal Balance Certificates on any Distribution Date, to the Class E and Class D Certificates, in that order, until such Realized Loss, Appraisal Reduction Amount or Cumulative Appraisal Reduction Amount, as applicable, is allocated in full.

“Risk Retention Consultation Party”: Each of (i) the party selected by CREFI, (ii) the party selected by BCREI, (iii) the party selected by DBNY and (iv) the party selected by SGFC. The Certificate Administrator shall promptly provide the name and contact information for each initial Risk Retention Consultation Party upon request of any party to this Agreement and any such requesting party may conclusively rely on the name and contact information provided by the Certificate Administrator. The other parties hereto shall be entitled to assume, without independent investigation or verification, that the identity of any Risk Retention Consultation Party has not changed until such parties receive written notice of (including the identity of and contact information for) a replacement of such Risk Retention Consultation Party from CREFI, BCREI, DBNY or SGFC, as applicable. The initial Risk Retention Consultation Parties shall be CREFI, BBPLC, DBNY and SGFC. There shall not be more than four (4) Risk Retention Consultation Parties, and each Risk Retention Consultation Party shall not be a Borrower Restricted Party.

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

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

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

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

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

“Sequential Order”: (a) When used with respect to the Non-Retained Principal Balance Certificates, the following priorities (in each case subject to reduction based on any reduction in Available Funds): (i) with respect to payments in respect of interest on the Classes of Non-Retained Principal Balance Certificates on any Distribution Date, first to the Class D Certificates, and, then, to the Class E Certificates, in that order, in each case until the interest payable to each such Class is paid in full; and (ii) with respect to payments in respect of principal on, or any applicable Realized Losses reimbursable to, the Classes of Non-Retained Principal Balance Certificates on any Distribution Date, to the Class D and Class E Certificates, in that order, in each case until the principal payable or the Realized Losses reimbursable to each such Class is paid or reimbursed in full; provided that the foregoing order in clauses (i) and (ii) is subject to the priority of payments specified in Section 4.1(a); and (b) when used with respect to the Trust Loan, the following priorities: (i) with respect to payments of interest allocated to the Trust Loan on any Payment Date, pro rata, to the Trust A Notes, Trust B Notes and the Trust C Notes; and (ii) with respect to payments of principal allocated to the Trust Loan on any Payment Date, first, pro rata, to the Trust A Notes, second, pro rata, to the Trust B Notes, and, then, pro rata, to the Trust C Notes (allocating first to the principal balance of all such Notes (without regard to Accrued and Deferred Principal) and then Accrued and Deferred Principal), in each case under clauses (i) and (ii), until the principal or interest payable to each such Trust Loan Note is paid in full.

“Servicer”: KeyBank National Association, in its capacity as servicer, or if any successor Servicer is appointed as herein provided, such successor Servicer.

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

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

“Servicer’s Website”: The internet website of the Servicer, initially located at xxx.xxxxxxx.xxx/xxx0xxx.

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

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

“Servicing Fee”: With respect to the Trust Loan, the Companion Loans and any REO Trust Loan and REO Companion Loans, a fee payable monthly to the Servicer pursuant to Section 3.17, that will accrue at the Servicing Fee Rate, computed on the basis of the same principal amount, on the same interest accrual basis, and for the same Interest Accrual Period respecting which any related interest payment on the Trust Loan, such Companion Loan or such

REO Mortgage Loan, as the case may be, is, or would have been, computed. For the avoidance of doubt, the Servicing Fee will be deemed payable from the Lower-Tier REMIC.

“Servicing Fee Rate”: (i) With respect to the Trust Loan or any REO Trust Loan, 0.00125% (0.125 basis points) per annum and (ii) with respect to any Companion Loan or REO Companion Loan, 0.000625% (0.0625 basis points) per annum.

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

“Servicing Officer”: Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Trust 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 Personnel”: As defined in Section 6.5.

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

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

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

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

“Significant Obligor”: As defined in Section 13.10.

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

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

“Special Notice”: As defined in Section 5.6.

“Special Servicer”: Situs Holdings, LLC, in its capacity as special servicer, or its successor-in-interest, or if any successor Special Servicer is appointed as herein provided, such successor Special Servicer.

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

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

“Special Servicing Fee”: With respect to the Specially Serviced Mortgage Loan or REO Mortgage Loan, a fee payable monthly to the Special Servicer equal to an amount computed on the basis of the same principal amount, in the same manner and for the same period respecting which any related interest payment on such Specially Serviced Mortgage Loan is (or would have been) computed, at a rate of 0.25% (25 basis points) per annum, until all Special Servicing Loan Events no longer exist, subject to a maximum amount of $250,000 payable in any year. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Special Servicer under this Agreement. For the avoidance of doubt, the Special Servicing Fee will be deemed payable from the Lower-Tier REMIC.

“Special Servicing Loan Event”: With respect to the Trust Loan or any Companion Loan, (i) the Borrower has not made two consecutive Monthly Debt Service Payment Amounts (and has not cured at least one such delinquency by the next Payment Date under the Mortgage Loan Documents) in respect of the Trust Loan or any Companion Loan; (ii) the Servicer and/or the Trustee has made two consecutive Monthly Interest Payment Advances with respect to the Trust Loan (regardless of whether such Monthly Interest Payment Advances have been reimbursed); (iii) the Borrower fails to make the Balloon Payment when due, and the Borrower has not delivered to the Servicer, on or before the due date of such Balloon Payment, a written and binding (a) refinancing commitment, (b) letter of intent or (c) term sheet, in each case from an acceptable lender, or signed purchase agreement from an acceptable purchaser, in each case reasonably satisfactory in form and substance to the Servicer that provides that a refinancing or sale of the Properties shall occur within 120 days after the date on which such Balloon Payment becomes due (provided that a Special Servicing Loan Event shall occur if either (x) such refinancing or sale, as applicable, does not occur before the expiration of the time period for refinancing or sale, as applicable, specified in such binding commitment, letter of intent, term sheet or purchase agreement or (y) the Servicer and/or the Trustee is required to make a Monthly Interest Payment Advance at any time prior to such refinancing or sale, as applicable); (iv) the Servicer has received notice that the Borrower has become the subject debtor of any bankruptcy, insolvency or similar proceeding, admitted in writing the inability to pay its debts as they come due or made an assignment for the benefit of creditors; (v) the Servicer has received notice of a foreclosure or threatened foreclosure of any lien on the Properties; (vi) the Borrower has expressed in writing to the Servicer an inability to pay the amounts owed under the Mortgage Loan in a timely manner, (vii) in the judgment of the Servicer (consistent with Accepted Servicing Practices and with the consent of any applicable Consenting Party unless the Servicer determines that such Consenting Party’s withholding of consent is contrary to Accepted Servicing Practices), a default in the payment of principal or interest under the Trust Loan or any Companion Loan is reasonably foreseeable; or (viii) a default under the Trust Loan or any Companion Loan of which the Servicer has notice (other than a failure by the Borrower to pay principal or interest) and that materially and adversely affects the interests of the Trust Interest Owners or the Companion Loan Holders has occurred and remains unremedied for the applicable grace period specified in the Mortgage Loan Documents (or, if no grace period is specified, 60 days); provided, that a Special Servicing Loan Event shall cease (a) with respect to the circumstances described in clauses (i), (ii) and (iii) above, when the Borrower has brought the Mortgage Loan current and with respect to clauses (i) and (ii) above, thereafter made three consecutive full and timely Monthly Debt Service Payment Amounts on the Trust Loan or any Companion Loan, as applicable, in each case, including pursuant to the work-out of the Mortgage Loan, or (b) with respect to the circumstances described in clauses (iv), (v), (vi), (vii) and (viii) above, when such circumstances cease to exist in the judgment of the

Special Servicer (consistent with Accepted Servicing Practices); provided, in any case, that at that time no other circumstance exists (as described above) that would constitute a Special Servicing Loan Event; provided, further that if a Special Servicing Loan Event exists with respect to the Trust Loan or any Companion Loan, it shall be considered to exist with respect to the entire Mortgage Loan.

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

“Standard Certificate Balance”: With respect to any outstanding Class of Principal Balance Certificates at any date of determination, an amount (not less than zero) equal to (1) the Initial Certificate Balance of such Class, less (2) the sum of (a) all amounts distributed to Holders of Certificates of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal and (b) the aggregate amount of applicable Standard Realized Losses allocated to such Class of Certificates, if any, on all prior Distribution Dates pursuant to Section 4.1(j) or Section 4.1(k), as applicable. With respect to any individual Principal Balance Certificate, the product of (x) the Percentage Interest represented by such Certificate multiplied by (y) the Standard Certificate Balance of the related Class of Certificates to which such Certificate belongs.

“Standard Pass-Through Rate”: With respect to any Class of Non-Retained Principal Balance Certificates, for any Distribution Date, the Adjusted Net Mortgage Rate with respect to the Trust Loan for such Distribution Date; and with respect to any Uncertificated Lower-Tier Interest, for any Distribution Date, the Adjusted Net Mortgage Rate with respect to the Trust Loan for such Distribution Date.

“Standard Realized Loss”: With respect to any Distribution Date:

(1) in the case of the Non-Retained Principal Balance Certificates, the amount, if any, by which (a) the aggregate of the Standard Certificate Balances of the Non-Retained Principal Balance Certificates after giving effect to distributions of principal made on such Distribution Date, exceeds (b) the Non-Retained Percentage of the outstanding principal balance of the Trust Loan (even if it constitutes an REO Trust Loan) (without regard to any Accrued and Deferred Principal that has been added to the principal balance of the Trust Loan) immediately following the related Determination Date after giving effect to (i) any payments and other collections of principal received with respect to the Trust Loan during the

Collection Period related to such Distribution Date and (ii) any reduction of the principal balance of the Trust Loan that has been permanently made during the Collection Period related to such Distribution Date as a result of a bankruptcy proceeding, modification or otherwise; and

(2) in the case of the Combined VRR Interest, the amount, if any, by which (a) the Original Combined VRR Interest Balance of the Combined VRR Interest after giving effect to distributions of principal made on such Distribution Date exceeds (b) the VRR Percentage of the outstanding principal balance of the Trust Loan (even if it constitutes an REO Trust Loan) (without regard to any Accrued and Deferred Principal that has been added to the principal balance of the Trust Loan) immediately following the related Determination Date after giving effect to (i) any payments and other collections of principal received with respect to the Trust Loan during the Collection Period related to such Distribution Date and (ii) any reduction of the principal balance of the Trust Loan that has been permanently made during the Collection Period related to such Distribution Date as a result of a bankruptcy proceeding, modification or otherwise.

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

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

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

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

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

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

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

“Total Current Principal Collection Amount”: For each Distribution Date, the aggregate of all amounts collected in respect of, or otherwise allocable to, principal that are received during the related Collection Period with respect to the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan), including, without limitation, in the form of Prepayments, the principal portion of the Balloon Payment, the principal portion of any Repurchase Price or Loss of Value Payments, all amounts received in respect of, or allocable to, principal from Net Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds or income from a Foreclosed Property or any other amounts received in respect of, or allocable to, principal on the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during the related Collection Period. The Non-Retained Percentage of the Total Current Principal Collection Amount for any Distribution Date will be allocable (in each case to the extent of the remaining portion thereof): first, to the Class D Certificates and the Class E Certificates, in that order, in each such case up to the amount necessary to reduce the related Standard Certificate Balance outstanding immediately prior to such

Distribution Date to zero (taking into account the Class Principal Shortfall in respect of the immediately preceding Distribution Date for the subject Class of Certificates); and second, to the Class D Certificates and the Class E Certificates, in that order, in each such case up to the amount necessary to reduce any related Negative Amortization Amount outstanding immediately prior to such Distribution Date to zero.

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

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

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

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

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

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

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

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

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

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

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

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

“Trustee/Certificate Administrator Fee Rate”: A rate of 0.0075% (0.75 basis points) per annum, which is inclusive of the Trustee Fee Rate.

“Trust Interest Owner”: Individually or collectively, as the context may require, any Certificateholder or the Uncertificated VRR Interest Owner.

“Trust Interests”: The Certificates and the Uncertificated VRR Interest, collectively.

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

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

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

“Uncertificated Lower-Tier Interest”: Any of the Class LD, Class LE, Class LVRR and LUVRR Uncertificated Interests.

“Uncertificated VRR Interest”: An uncertificated interest in the Trust representing the right to receive or be allocated a pro rata portion (based on the Uncertificated VRR Interest Balance relative to the sum of the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance) of any VRR Available Funds, any Appraisal Reduction

Amounts, Yield Maintenance Premiums, Prepayment Interest Shortfalls, applicable Realized Losses and reimbursements of Applied Realized Loss Amounts allocated to the Combined VRR Interest pursuant to Section 4.1(b). The Uncertificated VRR Interest constitutes a class of “regular interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1). For the avoidance of doubt, the parties hereto agree not to treat the Uncertificated VRR Interest as a security under applicable law. For tax reporting purposes, the Uncertificated VRR Interest will accrue interest at the Adjusted Net Mortgage Rate in effect from time to time.

“Uncertificated VRR Interest Balance”: With respect to the Uncertificated VRR Interest at any date of determination, an amount equal to (1) the Initial Uncertificated VRR Interest Balance, less (2) the sum of (a) all amounts distributed to the Uncertificated VRR Interest Owner on all previous Distribution Dates and treated under this Agreement as allocable to principal, (b) the aggregate amount of applicable Realized Losses allocated to the Uncertificated VRR Interest, if any, on all prior Distribution Dates pursuant to Section 4.1(k), plus (3) the aggregate amount of any Negative Amortization Amount allocated to the Uncertificated VRR Interest, if any, on all prior Distribution Dates pursuant to Section 4.1(b).

“Uncertificated VRR Interest Owner”: Any Person in whose name the Uncertificated VRR Interest is registered on the Certificate Register or other registry of ownership maintained by the Certificate Administrator.

“Underwriter Exemption”: Any of (a) Prohibited Transaction Exemption 91-23 (April 18, 1991), granted to a predecessor of Citigroup Global Markets Inc., (b) the administrative exemption granted to Deutsche Bank Securities Inc., Department Final Authorization Number 97-03E (December 9, 1997) and (c) Final Authorization Number 2004-03E (February 4, 2004), granted to Barclays Capital Inc., each as most recently amended by Prohibited Transaction Exemption 2013-08, and as each may be further amended by the Department of Labor from time to time.

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

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

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

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

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

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

“Voting Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any time that any Certificates are outstanding the Voting Rights shall be allocated among the respective Classes of Principal Balance Certificates as follows: in the case of any Class of Principal Balance Certificates, a fraction (expressed as a percentage), the numerator of which is equal to the Standard Certificate Balance (and in connection with any vote to terminate or replace the Special Servicer under this Agreement following the termination of a CCR Control Period, taking into account any notional reductions in the Standard Certificate Balances for Appraisal Reduction Amounts allocated to the Certificates) of the Class, determined as of the prior Distribution Date, and the denominator of which is equal to the aggregate Standard Certificate Balance (and in connection with any vote to terminate or replace the Special Servicer under this Agreement following the termination of a CCR Control Period, taking into account any notional reductions in the Standard Certificate Balances for Appraisal Reduction Amounts allocated to the Certificates) of all Classes of Principal Balance Certificates, in each case determined as of the prior Distribution Date. The Voting Rights of any Class of Certificates shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests. The Class R Certificates and the Uncertificated VRR Interest shall not be entitled to any Voting Rights.

“VRR Adjusted Interest Distribution Amount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal to the product of (A) the VRR Allocation Percentage and (B) the aggregate amount of interest distributed on the Non-Retained Regular Certificates on such Distribution Date pursuant to clauses Seventh and Tenth of Section 4.1(a) on such Distribution Date.

“VRR Adjusted Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (A) the VRR Allocation Percentage and (B) the aggregate amount of principal distributed to the holders of the Non-Retained Principal Balance Certificates

in reduction of their Adjusted Certificate Balances on such Distribution Date pursuant to clauses Eighth and Eleventh of Section 4.1(a) on such Distribution Date.

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

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

“VRR Interest Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed to be owned by the Holder(s) of the Class VRR Certificates in proportion equal to their respective ownership interests in such Certificates.

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

“VRR Percentage”: A fraction, expressed as a percentage, the numerator of which is the Initial Combined VRR Interest Balance and the denominator of which is the sum of (x) the aggregate Initial Certificate Balance of all of the Classes of Principal Balance Certificates and (y) the Initial Uncertificated VRR Interest Balance of the Uncertificated VRR Interest.

“VRR Standard Interest Distribution Amount”: With respect to the Combined VRR Interest for any Distribution Date, an amount equal to the product of (A) the VRR Allocation Percentage and (B) the aggregate amount of interest distributed on the Non-Retained Regular Certificates on such Distribution Date pursuant to clauses First and Fourth of Section 4.1(a) on such Distribution Date.

“VRR Standard Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of (A) the VRR Allocation Percentage and (B) the aggregate amount of principal distributed to the holders of the Non-Retained Principal Balance Certificates in reduction of their Standard Certificate Balances on such Distribution Date pursuant to clauses Second and Fifth of Section 4.1(a) on such Distribution Date.

“VRR1 Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by CREFI.

“VRR2 Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by BCREI.

“VRR3 Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by DBNY.

“VRR4 Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by SGFC.

“Windmill Joint Venture”: As defined in the Mortgage Loan Agreement.

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

“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, Monthly Additional Interest Amounts, Accrued Interest and Accrued and Deferred Principal) made on the Mortgage Loan following resolution of a Special Servicing Loan Event by a written agreement with the Borrower negotiated by the Special Servicer for so long as another Special Servicing Loan Event does not occur; provided, that in no event shall the Work-out Fee payable in respect of the Mortgage Loan or Foreclosed Property exceed $2,500,000.

“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, Interest Accrual Period or Payment Date, such reference shall be to the Collection Period, Interest Accrual Period or Payment Date, as applicable, most recently ended prior to or immediately preceding, as applicable, such Distribution Date.

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

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

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

(e) The terms “include” or “including” shall mean without limitation by reason of enumeration.

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

(g) For the avoidance of doubt, with respect to any indemnification provisions in this Agreement providing that the Trust is required to indemnify a party to this Agreement or a party to this Agreement is required to indemnify the Trust or another party to this Agreement for costs, fees and expenses, such costs, fees and expenses are intended to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement of such indemnity.

1.3 Certain Calculations in Respect of the Mortgage Loan. (a) All amounts collected by or on behalf of the Trust in respect of the Mortgage Loan in the form of payments from or on behalf of the Borrower Related Parties, any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds or any Repurchase Price or indemnity payments as contemplated by Section 2.9 shall, to the extent not inconsistent with the Mortgage Loan Documents (as modified by the Co-Lender Agreement to establish prioritization among the Notes), and in any event during the continuance of a Mortgage Loan Event of Default, be applied in the following order of priority: first, as a recovery of any related and unreimbursed Property Protection Advances and Administrative Advances plus interest accrued thereon and, if applicable, unreimbursed Trust Fund Expenses; 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, to make payments of interest, principal and reimbursements of any other costs, expenses and losses on the Trust Notes and the Companion Loan Notes in the amounts and order of priority provided in the Co-Lender Agreement; provided, that for purposes of determining distributions on the Trust Interests any Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds on the Mortgage Loan or Properties that would be so allocated as interest and principal on the Trust Notes will be applied to the Trust Notes in the following amounts and order: (i) as a recovery of accrued and unpaid interest first, on the Trust A Notes, on a pro rata basis based on their respective unpaid principal amounts, second, on the Trust B Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Trust C Notes, on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the excess, if any, of (1) accrued and unpaid interest at the respective Initial Interest Rates (net of the Administrative Fee Rate) (without giving effect to any increase in any such interest rates required under the Mortgage Loan Agreement as a result of a default under the Trust Loan) to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Debt Service Payment Amount from or on the behalf of the Borrower Related Parties, for the related Mortgage Loan Interest Accrual Period), over (2) the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to subclause (iii) of this clause third below on earlier dates); (ii) as a recovery of principal of the Trust Loan then due and owing, including by reason of acceleration of the Trust Loan following a Mortgage Loan Event of Default (or, following the occurrence of a Liquidation Event, as a recovery of principal to the extent of its entire remaining unpaid principal balance (exclusive of any portion thereof that represents Accrued and Deferred Principal added thereto)), with any such recovery of principal to be applied, in the following order: (1) first, pro rata, to the reduction of the outstanding principal balances of the Trust A Notes (exclusive of any portion thereof that represents Accrued and Deferred Principal added thereto), in each case based on the relative principal balances of such Notes; (2) second, pro rata, to the reduction of the outstanding principal balances of the Trust B Notes (exclusive of any portion thereof that represents Accrued and Deferred Principal added thereto), in each case based on the relative principal balances of such

Notes; and (3) third, pro rata, to the reduction of the outstanding principal balances of the Trust C Notes (exclusive of any portion thereof that represents Accrued and Deferred Principal added thereto), in each case based on the relative principal balances of such Notes; (iii) as a recovery of accrued and unpaid interest, first, on the Trust A Notes, on a pro rata basis based on their respective unpaid principal amounts, second, on the Trust B Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Trust C Notes on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Interest Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with related Appraisal Reduction Amounts (to the extent collections have not been applied as recovery of accrued and unpaid interest pursuant to this subclause (iii) on earlier dates); and (iv) otherwise as contemplated by the Co-Lender Agreement; fourth, as a recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments, ground rent and insurance premiums and similar items; fifth, as a recovery of any other reserves to the extent then required to be held in escrow; sixth, to any Yield Maintenance Premiums due with respect to the Trust Notes and the Companion Loan Notes, in the amounts and order of priority contemplated by the Co-Lender Agreement; seventh, as a recovery of any assumption fees and Modification Fees then due and owing under the Mortgage Loan; eighth, as a recovery of any Default Interest or late charges then due and owing under the Mortgage Loan; ninth, as a recovery of any other amounts then due and owing under the Mortgage Loan other than remaining unpaid principal; and tenth, as a recovery of any remaining principal of the Mortgage Loan to the extent of its entire remaining unpaid principal balance; provided, that, to the extent required under the REMIC Provisions, if any payments or proceeds are received with respect to any release of either of the Properties or any partial release of either of the Properties (including following a condemnation) and if, immediately following such release, the loan-to-value ratio of the Trust Loan (excluding the value of personal property and going concern value, if any) exceeds 125%, then such payments or proceeds shall be allocated to reduce the principal balance of the Trust Loan in the manner permitted by such REMIC Provisions. For the avoidance of doubt, the application of amounts collected above in this paragraph shall not affect the allocations under the Co-Lender Agreement.

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

(b) Collections by or on behalf of the holders of the Notes in respect of any Foreclosed Property (exclusive of amounts to be applied to the payment of the costs of operating, managing, leasing, maintaining and disposing of such Foreclosed Property) shall be applied to the amounts due and owing on the Mortgage Loan (which shall be deemed to remain outstanding) in the following order of priority (and for the following purposes): first, as a recovery of any related and unreimbursed Property Protection Advances and Administrative Advances plus interest accrued thereon and, if applicable, unreimbursed Trust Fund Expenses; 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, to make payments of interest, principal and reimbursements of any other costs, expenses and losses on the Trust Notes and the Companion Loan Notes in the amounts and order of priority provided in the Co-Lender Agreement; provided, that for purposes of determining distributions on the Trust Interests Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds on the Mortgage Loan or Properties that would be so allocated as interest and principal on the Trust Notes will be applied to the Trust Notes in the following amounts and order: (i) as a recovery of accrued and unpaid interest first, on the Trust A Notes, on a pro rata basis based on their respective unpaid principal amounts, second, on the Trust B Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Trust C Notes, on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the excess of (1) accrued and unpaid interest at the respective Initial Interest Rates (net of the Administrative Fee Rate) (without giving effect to any increase in any such interest rates required under the Mortgage Loan Agreement as a result of a default under the Trust Loan) through the end of the related Mortgage Loan Interest Accrual Period corresponding to the Payment Date in the Collection Period in which such collections were received, over (2) the cumulative amount of the reductions (if any) in the amount of the related Monthly Interest Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued and unpaid interest pursuant to subclause (iii) of this clause third below or subclause (iii) of clause third of Section 1.3(a) on earlier dates); (ii) as a recovery of principal of the Trust Loan to the extent of its entire remaining unpaid principal balance (exclusive of any portion thereof that represents Accrued and Deferred Principal added thereto), with any such recovery of principal to be applied, in the following order: (1) first, pro rata, to the reduction of the outstanding principal balances of the Trust A Notes (exclusive of any portion thereof that represents Accrued and Deferred Principal added thereto), in each case based on the relative principal balances of such Notes; (2) second, pro rata, to the reduction of the outstanding principal balances of the Trust B Notes (exclusive of any portion thereof that represents Accrued and Deferred Principal added thereto), in each case based on the relative principal balances of such Notes, and (3) third, pro rata, to the reduction of the outstanding principal balances of the Trust C Notes (exclusive of any portion thereof that represents Accrued and Deferred Principal added thereto), on a pro rata basis based on their respective unpaid principal amounts; (iii), as a recovery of accrued and unpaid interest first, on the Trust A Notes, on a pro rata basis based on their respective unpaid principal amounts, second, on the Trust B Notes, on a pro rata basis based on their respective unpaid principal amounts, and then, on the Trust C Notes on a pro rata basis based on their respective unpaid principal amounts, in that order, in each case to the extent of the cumulative amount of the reductions (if any) in the amount of the Monthly Interest Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with Appraisal Reduction Amounts (to the extent that collections have not theretofore been applied

as a recovery of accrued and unpaid interest pursuant to this subclause (iii) or subclause (iii) of Section 1.3(a) on earlier dates); and (iv) otherwise as contemplated by the Co-Lender Agreement; fourth, to any Yield Maintenance Premiums due with respect to the Trust Notes and the Companion Loan Notes, in the amounts and order of priority contemplated by the Co-Lender Agreement; fifth, as a recovery of any assumption fees and modification fees then due and owing under the Mortgage Loan; sixth, as a recovery of any Default Interest then deemed to be due and owing under the Mortgage Loan; and seventh, as a recovery of any other amounts deemed to be due and owing in respect of the Mortgage Loan.

(c) All net present value calculations and determinations made under this Agreement with respect to the Mortgage Loan, the Trust Loan, the Companion Loans, the Properties or Foreclosed Property (including for purposes of the definition of “Accepted Servicing Practices”) shall be made using a discount rate the Special Servicer determines in accordance with Accepted Servicing Practices is appropriate for the type of cash flows being discounted; namely (i) for principal and interest payments on the Mortgage Loan, the Trust Loan or the Companion Loans, or the sale of the Mortgage Loan, the Trust Loan or any Companion Loan if it is a defaulted loan the highest of (1) the rate determined by the Special Servicer 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 applicable Initial Interest Rate, and (3) the current yield on 10-year United States treasuries 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 Trust Interest Owners, 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 each Trust Loan Purchase Agreement (other than Sections 7(f), 7(h) and 7(i) thereof), (ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and interest of the Depositor in and to the Trust Loan as of the Closing Date, (iv) all right, title and interest of the Depositor in, to and under the Co-Lender Agreement and (v) all other assets included or to be included in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such sale, transfer and assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower Related Parties or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include all of the Depositor’s right, title and interest in and to the Mortgage Loan Documents, to the extent evidencing, securing, guarantying or otherwise relating to the Trust Loan.

It is expressly agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents pursuant to the immediately preceding paragraph, it is expressly intended that the Loan Sellers will retain the rights under, and receive the benefit of, any

securitization cooperation and indemnification provisions in the Mortgage Loan Documents (and such rights and benefits shall not constitute part of the Trust) including, without limitation, Sections 9.1 and 9.2 of the Mortgage Loan Agreement.

(b) Each Trust Loan Purchase Agreement provides that the related Loan Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Certificate Administrator (or a Custodian on its behalf), in each case, to the extent not already in the possession of the Certificate Administrator (or a Custodian on its behalf), with copies to the Servicer, (i) on or prior to the Closing Date, (A) in the case of CREFI, each of the original executed Note A-1, the original executed Note B-1 and the original executed Note C-1, endorsed on its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee on behalf of the Holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA and the Uncertificated VRR Interest Owner” or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject Loan Seller), (B) in the case of BCREI, each of the original executed Note A-2, the original executed Note B-2 and the original executed Note C-2, endorsed on its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee on behalf of the Holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA and the Uncertificated VRR Interest Owner” or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject Loan Seller), (C) in the case of GACC, each of the original executed Note A-3, the original executed Note B-3 and the original executed Note C-3, endorsed on its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee on behalf of the Holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA and the Uncertificated VRR Interest Owner” or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject Loan Seller), and (D) in the case of SGFC, each of the original executed Note A-4, the original executed Note B-4 and the original executed Note C-4, endorsed on its face or by allonge thereto (without recourse, representation or warranty, express or implied) to the order of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee on behalf of the Holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA and the Uncertificated VRR Interest Owner” or in blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the subject Loan Seller), (ii) on or before the Closing Date, copies of the Co-Lender Agreement and the Companion Loan Notes, and (iii) on or before the date occurring 10 days after the Closing Date (the “Delivery Date”), the following documents or instruments (each, if not defined in this Agreement, as defined in the Mortgage Loan Agreement) with respect to the Mortgage Loan (collectively with the original Trust Notes required under clause (i) above and the copies of the Co-Lender Agreement and the Companion Loan Notes required under clause (ii) above, the “Mortgage Loan File”), in each case executed by the parties thereto:

(A) the original Mortgage Loan Agreement and a copy of all amendments thereto;

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

(C) each Assignment of Mortgage, each in favor of the Trustee, and in a form that is complete and suitable for recording in the jurisdiction in which the related Property is located to “Wilmington Trust, National Association, as Trustee on behalf of the Holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates, Series 2020-VIVA, the Uncertificated VRR Interest Owner and the holders of the Companion Loans, as their interests may appear”, without recourse;

(D) an original or copy of the Note Splitter Agreement;

(E) an original of the Guaranty;

(F) an original of the Environmental Indemnity;

(G) a copy of the Lockbox Agreement;

(H) an original of the Cash Management Agreement;

(I) an original of the Assignment of Security Interests;

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

(K) copies of 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), together with any endorsements thereto;

(L) an original of the Assignment of Signature Management Agreement;

(M) an original of the Assignment of Agreements;

(N) a copy of the MGM/Mandalay Lease;

(O) a copy of the MGM/Mandalay Lease SNDA;

(P) an original of the O&M Agreement;

(Q) an original of the Contribution Agreement;

(R) an original of the Shortfall Collection Guaranty;

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

(T) an original of the Post-Closing Letter; and

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

If the Loan Sellers cannot deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (B), (C) and (J) above with evidence of filing or recording thereon (if intended to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document or instrument has been delivered for filing or recordation, or because the timing of the Delivery Date is such that it would not be feasible to obtain such documents from such public filing or recording office in sufficient time to meet the delivery requirements of this Section 2.1(b), or because the original document was lost after recordation, the delivery requirements of this Section 2.1(b) shall be deemed to have been satisfied on a provisional basis as of the Delivery Date as to such non-delivered document or instrument, and such non-delivered document or instrument shall be deemed to have been included in the Mortgage Loan File, if a duplicate original or a photocopy of such non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance company or any Loan Seller to be a true and complete copy of the original thereof submitted for filing or recording) is delivered to the Certificate Administrator (or any Custodian on its behalf), with copies to the Servicer, on or before the Delivery Date, and either the original of such non-delivered document or instrument (if available), or a photocopy thereof (certified by the appropriate county recorder’s office, in the case of the documents and/or instruments referred to in clauses (B), (C) and (J) above, to be a true and complete copy of the original thereof submitted for filing or recording), with evidence of filing or recording thereon, is delivered to the Certificate Administrator (or any Custodian on its behalf), with copies to the Servicer, within 180 days of the Closing Date (or within such longer period, not to exceed 18 months, after the Closing Date as the Loan Sellers shall reasonably require, so long as the Loan Sellers are, as certified in writing to the Certificate Administrator no less often than every 90 days, commencing on the 180th day from the Closing Date, attempting in good faith to obtain from the appropriate public filing office or county recorder’s office such original or photocopy).

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

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

The parties hereto acknowledge that each Loan Seller will be solely liable for the delivery of its Note, and that all Loan Sellers will be liable for the delivery of the remaining documents and instruments constituting the Mortgage Loan File.

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

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

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

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

(c) Upon the first anniversary of the Closing Date, the Certificate Administrator shall deliver to the Depositor, the Loan Sellers, the Servicer and the Special Servicer a final exception report as to any remaining documents that are not in the Mortgage Loan File, whereupon, within 90 days, the Depositor shall either: (i) cause such document deficiency to be cured; or (ii) use commercially reasonable efforts to cause each related Loan Seller, as applicable, to (1) repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan from the Trust or (2) make a Loss of Value Payment as described in Section 2.9 in respect of its Loan Seller Percentage Interest in the Trust Loan for losses directly related to such document deficiency, in each case pursuant to the applicable Trust Loan Purchase Agreement if such exception is a Material Document Defect. Notwithstanding anything to the contrary herein, no Defect (except for (x) a Defect resulting from the failure to deliver the document described in clause (i) of Section 2.1(b) or any document described in clauses (iii)(B), (iii)(C) or (iii)(K) of Section 2.1(b), which Defect

shall be deemed to be a Material Document Defect, and (y) a Defect that causes the Trust Loan to be other than a Qualified Mortgage) shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trust’s sole remedy against the Loan Sellers in connection with a Material Document Defect is to enforce the repurchase claim or Loss of Value Payment, as applicable, in accordance with the provisions of the Trust Loan Purchase Agreements.

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

(d) If the Servicer or the Special Servicer (i) receives or makes any request or demand for repurchase of the Trust Loan because of a breach of or alleged breach of a representation or warranty or a Defect (any such request or demand for repurchase or replacement, a “Repurchase Request”, and the Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives any withdrawal of a Repurchase Request by the Person making such Repurchase Request (or such a Repurchase Request is forwarded to the Servicer or the Special Servicer by another party hereto), then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or withdrawal of a Repurchase Request (each, a “Rule 15Ga-1 Notice”) to each other and to the Depositor and the Loan Sellers, in each case within ten Business Days from such party’s receipt thereof. Each Rule 15Ga-1 Notice may be delivered by electronic means.

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

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

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

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

2.3 Representations and Warranties of the Trustee. (a) Wilmington Trust, National Association, as Trustee hereby represents and warrants to the other parties hereto, and for the benefit of the Trust Interest Owners and the Companion Loan Holders, that as of the Closing Date:

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

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

to the Trustee or any of its assets, which default or breach of such material contract, agreement or other instrument would have a material adverse effect on the Trustee’s performance of its obligations hereunder;

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

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

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

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

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

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

(ix) the Trustee is a Qualified Trustee.

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

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

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

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

(iii) the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;

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

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

(vi) no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory agency or body, is required

for the execution, delivery and performance by the Certificate Administrator of this Agreement or if required, such approval has been obtained prior to the Closing Date;

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

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

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

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

2.5 Representations and Warranties of the Servicer. (a) KeyBank National Association, as Servicer, hereby represents and warrants to the other parties hereto, and for the benefit of the Trust Interest Owners, that as of the Closing Date:

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

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

regardless of whether such enforcement is considered in a proceeding in equity or at law, including those respecting the availability of specific performance and (iii) public policy regarding the enforceability of indemnification, contribution and exculpation provisions as to securities law violations;

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

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

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

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

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

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

2.6 Representations and Warranties of the Special Servicer. (a) Situs Holdings, LLC hereby represents and warrants to the other parties hereto, and for the benefit of the Trust Interest Owners and the Companion Loan Holders, that as of the Closing Date:

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

Sub-Servicer), permits, franchise, and approvals to conduct its business and to execute, deliver, and comply with its obligations under this Agreement;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(b) The representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination of this Agreement, and shall inure to the benefit of the Trust Interest Owners and the parties to this Agreement.

(c) Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Trust Interests. Subject to Section 2.7(a) and (b), none of the Trust Interest Owners, 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 Trust Interests or the Mortgage Loan.

2.8 [Reserved].

2.9 Representations and Warranties Contained in the Trust Loan Purchase Agreements.

(a) Upon discovery by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee of (i) a Material Breach of any representation and warranty set forth in Exhibit A to any Trust Loan Purchase Agreement, which representation and warranty was made by the related Loan Seller in such Trust Loan Purchase Agreement and has been assigned to the Trustee pursuant to Section 2.1 hereof, or (ii) a Material Document Defect under any Trust Loan Purchase Agreement, such Person shall give prompt notice thereof to the other parties hereto, and upon receipt of such notice the Servicer (if the Mortgage Loan is not a Specially Serviced Loan) or the Special Servicer (if the Mortgage Loan is a Specially Serviced Loan) shall use commercially reasonable efforts to cause each related Loan Seller, to the extent obligated to do so under the applicable Trust Loan Purchase Agreement, to cure such default or defect, make a Loss of Value Payment to the Trust or repurchase such Loan Seller’s Loan Seller Percentage Interest in the Trust Loan under the terms of and within the time period specified by the applicable Trust Loan Purchase Agreement, it being understood and agreed that none of such Persons has an obligation to conduct any investigation with respect to such matters. It is understood and agreed that (i) any repurchase obligations of any Loan Seller under the related Trust Loan Purchase Agreement require the applicable Loan Seller to repurchase only its respective Loan Portion, and no Loan Seller shall have any obligation, liability or responsibility with respect to any obligations of the other Loan Seller and (ii) the obligations of the Loan Sellers referred to in this Section 2.9(a) shall be the sole remedies available to the Trust Interest Owners and the Trustee on their behalf respecting a Material Breach of any representation and warranty made by the Loan Sellers or a Material Document Defect.

(b) Upon receipt by the Servicer from a Loan Seller of the applicable Repurchase Price for the applicable Loan Seller Percentage Interest in the Trust Loan: (i) the Servicer shall deposit such amount in the Collection Account; (ii) the Certificate Administrator (or

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

(c) If the Servicer continues to service the Mortgage Loan under this Agreement pursuant to the terms of the Co-Lender Agreement following any Loan Seller’s repurchase of its related Loan Seller Percentage Interest in the Trust Loan in accordance with the terms of the related Trust Loan Purchase Agreement, then the Servicer shall not be required to make any Monthly Interest Payment Advance with respect to such Loan Seller Percentage Interest in the Trust Loan. To the extent that the Loan Sellers repurchase the Mortgage Loan as contemplated by Section 8 of the respective Trust Loan Purchase Agreements, unless otherwise agreed to by each Loan Seller and the Companion Loan Holders, the Mortgage Loan shall continue to be serviced by the Servicer, and if applicable, the Special Servicer in accordance with the terms of this Agreement, on behalf of the Loan Sellers and the Companion Loan Holders as a collective whole, until the holder of the controlling note under the Co-Lender Agreement has otherwise notified the Servicer, the Special Servicer, the Custodian, the Certificate Administrator and the Trustee in writing. Unless otherwise agreed by the Loan Sellers and the Companion Loan Holders, the Servicer shall be the only Servicer under the Co-Lender Agreement, the Special Servicer shall be the only Special Servicer under the Co-Lender Agreement and all servicing and other decisions regarding the Mortgage Loan shall be made by the Loan Sellers and the Companion Loan Holders as and to the extent set forth in the Co-Lender Agreement.

(d) Notwithstanding the foregoing, it is understood and agreed that if there is a Material Breach or Material Document Defect with respect to one (but not both) of the Properties, a Loan Seller will not be obligated to repurchase its Loan Seller Percentage Interest in the Trust Loan if: (i) the affected Property may be released pursuant to the terms of any partial release provisions in the Mortgage Loan Documents (and such Property is, in fact, released in accordance

with the terms of the Mortgage Loan Documents); (ii) the Property remaining encumbered by the lien of the Mortgage Loan satisfies the requirements, if any, set forth in the Mortgage Loan Documents; (iii) such Loan Seller provides an Opinion of Counsel to the effect that such release would not cause an Adverse REMIC Event to occur; (iv) each Rating Agency has provided a Rating Agency Confirmation with respect to such release; and (v) such Loan Seller shall reimburse the Servicer, the Special Servicer and the Trust for its Loan Seller Percentage Interest of any actual out-of-pocket expenses incurred by the Servicer, the Special Servicer and the Trust, respectively, in connection with such partial release if and to the extent that such expenses are not reimbursed by the Borrowers.

(e) Notwithstanding anything contained herein to the contrary, if any Loan Seller repurchases its respective Loan Seller Percentage Interest in the Trust Loan pursuant to Section 8 of its Trust Loan Purchase Agreement (such Loan Seller, a “Repurchasing Loan Seller”), and any other Loan Seller does not repurchase its respective Loan Seller Percentage Interest in the Trust Loan pursuant to Section 8 of its Trust Loan Purchase Agreement, then (i) the Trust Loan shall continue to be serviced by the Servicer and, if applicable, the Special Servicer, in accordance with the terms of this Agreement and the Co-Lender Agreement on behalf of the Repurchasing Loan Seller(s), the Trust Interest Owners and the Companion Loan Holders as a collective whole, and the Servicer or the Special Servicer, as applicable, shall be the sole representative of the lender(s) under the Mortgage Loan in connection with any enforcement, bankruptcy or other proceeding, (ii) the Custodian shall retain all portions of the Mortgage File (other than the Trust Notes relating to each Repurchasing Loan Seller’s Loan Seller Percentage Interest in the Trust Loan), (iii) each Repurchasing Loan Seller shall be deemed a Companion Loan Holder and the Trust Notes repurchased by it shall be deemed to be Companion Loan Notes evidencing Companion Loans, (iv) the Trust Loan shall be deemed to consist solely of that portion of the Mortgage Loan evidenced by the Trust Notes that remain in the Trust, (v) each Repurchasing Loan Seller shall be entitled to receive on each Remittance Date such amounts as it is entitled under the Co-Lender Agreement as holder of its repurchased Notes and shall provide wiring or other remittance instructions for such remittances, (vi) each Repurchasing Loan Seller shall be entitled to receive any and all reports and have access to any and all information that a Certificateholder would otherwise have under the terms of this Agreement, (vii) no amendment may be made to this Agreement that would materially and adversely affect the rights of any Repurchasing Loan Seller in respect of the Repurchasing Loan Seller’s Loan Seller Percentage Interest in the Trust Loan without the consent of such Repurchasing Loan Seller, (viii) the Trustee shall remain the mortgagee of record, (ix) compensation shall be paid to the Servicer and/or the Special Servicer, as applicable, with respect to each repurchased Note as provided in this Agreement as if each such Note were a Companion Loan (unless otherwise agreed between the Servicer and/or the Special Servicer, as applicable, and the applicable Loan Seller), and (x) to the extent this Agreement refers to the “Mortgage Loan File”, such references shall be construed to mean the Mortgage Loan File for the entire Mortgage Loan (except that references to any Trust Note in favor of a Repurchasing Loan Seller shall be construed to instead refer to a copy of such Trust Note). Neither the Servicer nor the Trustee shall make any Monthly Interest Payment Advance or Administrative Advance with respect to any Loan Seller Percentage Interest in the Trust Loan that has been repurchased as described herein.

(f) Notwithstanding the foregoing provisions of this Section 2.9, in lieu of a Loan Seller performing its obligations with respect to any Material Breach or Material Document

Defect as set forth above, to the extent that such Loan Seller and the Servicer or the Special Servicer, as applicable, are in any such case able to agree upon a cash payment payable by such Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material Breach or Material Document Defect (a “Loss of Value Payment”), such Loan Seller may elect, in its sole discretion, to pay such Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.4(f) of this Agreement; provided that a Material Breach or a Material Document Defect that causes the Trust Loan to not constitute a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Trust Loan is not a Specially Serviced Mortgage Loan, the Servicer’s agreement with a Loan Seller as to any Loss of Value Payment shall be subject to the reasonable approval of the Special Servicer (with the consent of the Controlling Class Representative if it is the applicable Consenting Party). In connection with obtaining the Special Servicer’s approval, the Servicer shall upon request promptly provide the Special Servicer with a copy of the servicing file for the Trust Loan in order to enable the Special Servicer to exercise its approval right. Any agreement by the Special Servicer with a Loan Seller as to any Loss of Value Payment with respect to a Specially Serviced Mortgage Loan shall be subject to the consent of the Controlling Class Representative if it is the applicable Consenting Party. The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such Loss of Value Payment. Upon its making such Loss of Value Payment, the related Loan Seller shall be deemed to have cured such Material Breach or Material Document Defect on its part in all respects. Provided that such Loss of Value Payment is made, this paragraph describes the sole remedy available to the Trust Interest Owners or the Trust against the related Loan Seller regarding any such Material Breach or Material Document Defect in respect of which such Loss of Value Payment is accepted, and the related Loan Seller shall not be obligated to repurchase or replace its Loan Seller Percentage Interest in the Trust Loan or otherwise cure such Material Breach or Material Document Defect.

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

2.11 Miscellaneous REMIC Provisions. (a) The Class D, Class E and Class VRR Certificates and the Uncertificated VRR Interest are hereby designated as the “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the

Class UT-R Interest is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code.

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

3. ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN

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

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

(B) the ownership of any Trust Interest or Companion Loan or related mezzanine loan, or any interest in any Companion Loan or related

mezzanine loan by the Servicer or the Special Servicer or by any Affiliate of the Servicer or the Special Servicer;

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

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

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

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

As soon as reasonably practicable following the Closing Date, but no later than 30 days following the Closing Date, the Loan Sellers shall, pursuant to their respective Trust Loan Purchase Agreement, deliver to the Servicer copies of notices delivered by or on behalf of the Loan

Sellers regarding the transfer of the Mortgage Loan to the Trust or the Trustee on its behalf. The parties hereto acknowledge and agree that the Servicer and the Special Servicer are each acting as independent contractors and not as agents for the Trustee and/or the Certificate Administrator.

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

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

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

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

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

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

3.3 Cash Management Account and Reserve Accounts.

(a) A Cash Management Account and the Reserve Accounts shall be established pursuant to the terms of the Mortgage Loan Agreement and/or the Cash Management Agreement. The Servicer shall exercise and enforce the rights of the Trust and the Companion Loan Holders with respect to the Cash Management Account and the Reserve Accounts under the Mortgage Loan Agreement and the Cash Management Agreement, and shall make deposits thereto and withdrawals therefrom, all in accordance with Accepted Servicing Practices and the other terms of this Agreement and the other Mortgage Loan Documents.

(b) The Certificate Administrator shall establish and maintain a reserve account (the “Interest Reserve Account”) in the name of the “Citibank, N.A., as Certificate Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass-Through Certificates Series 2020-VIVA and the Uncertificated VRR Interest”. The Interest Reserve Account shall be established and maintained as a non-interest bearing Eligible Account, and may be a sub-account of the Distribution Account. On each Distribution Date occurring in any February and on any Distribution Date occurring in any January that occurs in a year that is not a leap year

(unless, in either case, such Distribution Date is the final Distribution Date), the Certificate Administrator shall withdraw from the Distribution Account and deposit into the Interest Reserve Account an amount equal to one day’s net interest on the principal balance of each Trust Note as of the related Payment Date occurring in the month preceding the month in which such Distribution Date occurs, calculated at the applicable Initial Interest Rate (net of the Administrative Fee Rate) with respect to the Trust Loan Notes, to the extent such funds are on deposit on the applicable Payment Date or an advance is made in respect of the Payment Date (all amounts so deposited in any consecutive January and February, “Withheld Amounts”). On each Remittance Date occurring in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate Administrator shall withdraw from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January and February, if any, and deposit such amounts into the Distribution Account for distribution with respect to the Trust Interests.

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

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

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

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

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

(v) any Yield Maintenance Premiums;

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

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

(viii) any Loss of Value Payments paid by the Loan Sellers and transferred to the Collection Account pursuant to Section 3.4(f); and

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

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

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

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

(c) On or prior to each Remittance Date (or, in the case of clause (vi) below, on or prior to the Remittance Date specifically applicable to the related Companion Loan), prior to

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

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

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

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

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

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

(vi) to remit to each Companion Loan Holder all remaining amounts on deposit in the Collection Account payable to such Companion Loan Holder pursuant to the Co-Lender Agreement with respect to its Companion Loan(s), exclusive of any amounts reimbursable to the Servicer, the Special Servicer, the Trustee or the Trust and allocable to

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such Companion Loan(s) in accordance with the Co-Lender Agreement, including (A) if a Companion Loan is part of an Other Securitization Trust, to the extent required by the Co-Lender Agreement, to pay the applicable party to the Other Pooling and Servicing Agreement for any interest accrued on (1) Companion Loan Advances made thereby and (2) administrative advances, if any, made in respect of the Companion Loan; and (B) to make any other required payments due under the Co-Lender Agreement to each Companion Loan Holder;

(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 Properties and not otherwise covered and paid by an insurance policy or deducted from the proceeds of liquidation or reimbursed as an Advance;

(viii) to pay to the Servicer and the Special Servicer, as Additional Servicing Compensation, any payments in the nature of those fees and expenses that constitute Additional Servicing Compensation, to the extent remaining after payment pursuant to clause (v) above and, in the case of Default Interest and late payment charges, to the extent remaining after application pursuant to Section 3.17(b) (it being acknowledged that such amounts (other than Default Interest and late payment charges) are not required to be deposited in the Collection Account and may be retained by the Servicer or the Special Servicer, as applicable, or paid by the Servicer to the Special Servicer when due to the Special Servicer as set forth in Section 3.17), to the extent actually received from or on behalf of the 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;

(ix) to pay or reimburse, as applicable, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, for any expenses, indemnities and other amounts (including Trust Fund Expenses) then due and payable or reimbursable to each, and to pay directly any other costs and expenses expressly payable out of the Collection Account or at the expense of the Trust, in any event pursuant to the terms of this Agreement and not previously paid or reimbursed pursuant to the preceding clauses;

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

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

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

provided that, subject to the application of Default Interest and late payment charges in accordance with Section 3.17(b), (A) Monthly Interest Payment Advances (and Advance Interest thereon) and Administrative Advances (and Advance Interest thereon) are reimbursable solely out of collections allocable to the Trust Loan pursuant to the Co-Lender Agreement, (B) Companion Loan Advances are reimbursable solely out of collections allocable to the Companion Loan as to which such Companion Loan Advances were made pursuant to the Co-Lender Agreement, (C) the Trustee/Certificate Administrator Fee (including the portion of such Trustee/Certificate Administrator Fee payable to the Trustee as the Trustee Fee), the CREFC^® Licensing Fee and the items specified above under clause (x) are payable solely out of collections allocable to the Trust Loan pursuant to the Co-Lender Agreement, (D) interest on Companion Loan Advances with respect to the Companion B Notes are reimbursable, first, out of collections allocable to the C Notes pursuant to the Co-Lender Agreement, and then, out of collections allocable to the subject Companion B Note as to which such Companion Loan Advance was made, (E) interest on Companion Loan Advances with respect to the Companion A Notes are reimbursable, first, out of collections allocable to the C Notes pursuant to the Co-Lender Agreement, second, out of collections allocable to the B Notes pursuant to the Co-Lender Agreement, and then, out of collections allocable to the subject Companion A Note as to which such Companion Loan Advance was made, and (F) subject to the foregoing clauses (A), (B), (C), (D) and (E) of this proviso, any payment or reimbursement of any other items specified above under clauses (ii), (iv)(B), (v), (vi)(A), (vii) and (ix) of this Section 3.4(c) shall, as and to the extent provided in this Agreement and the Co-Lender Agreement, be made out of: (1) first, to the maximum extent permitted under the Co-Lender Agreement, any amounts on deposit in the Collection Account that would otherwise be distributable under the Co-Lender Agreement to the C Notes; (2) second, to the maximum extent permitted under the Co-Lender Agreement, any remaining amounts on deposit in the Collection Account that would otherwise be distributable under the Co-Lender Agreement to the Trust B Notes and the Companion B Notes, on a pro rata and pari passu basis in accordance with their relative principal balances (except with respect to interest on Monthly Interest Payment Advances, Administrative Advances and/or Companion Loan Advances which are reimbursable solely from collections on the related B Note), and (3) third, any remaining amounts on deposit in the Collection Account that would otherwise be distributable under the Co-Lender Agreement with respect to the Trust A Notes and the Companion A Notes, on a pro rata and pari passu basis in accordance with their relative principal balances (except with respect to interest on Monthly Interest Payment Advances, Administrative Advances and/or Companion Loan Advances which are reimbursable solely from collections on the related A Note), all in accordance with the Co-Lender Agreement, and taking into account the subordination of (x) the C Notes to the A Notes and the B Notes and (y) the B Notes to the A Notes.

If a Monthly Interest Payment Advance is made with respect to the Trust Loan, then that Monthly Interest Payment Advance, together with interest on such Monthly Debt Service Advance, shall only be reimbursed out of future payments and collections on the Trust Loan, but

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

Notwithstanding the foregoing, with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant to clauses (iii), (iv)(B), (v), (vii), (viii), (ix) or (x) above of this Section 3.4(c) if: (1) the item proposed to be withdrawn, if not withdrawn, would be required to be advanced by the Servicer as an Administrative Advance or covered by a Monthly Interest Payment Advance with respect to such Remittance Date; and (2) as a result of such withdrawal, the amount on deposit in the Collection Account after giving effect to such withdrawal would be less than the Required Advance Amount (it being understood that the Servicer shall be permitted to make withdrawals in the order of priority specified above in this Section 3.4(c) so long as funds allocable to the Trust Loan equaling or exceeding the Required Advance Amount remain in the Collection Account). Notwithstanding the foregoing, such withdrawal limitations shall not apply (and accrued amounts previously eligible for withdrawal pursuant to clauses (iii), (iv)(B), (v), (vii), (viii), (ix) or (x) above of this Section 3.4(c) but which remain unpaid due to the operation of this paragraph may then be withdrawn and paid) upon (1) the final liquidation of the Trust Loan or the Properties, (2) the final payment of the Trust Loan and release of the Mortgage or (3) the determination that any Advance that would increase the currently unreimbursed Advances in the aggregate would be a Nonrecoverable Advance.

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

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

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

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

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

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

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

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

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

(iv) on the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iii) above, to each Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount contributed by such Loan Seller that was used pursuant to clauses (i) through (iii) to offset, pay or reimburse, as applicable, any Realized Losses, Trust Fund Expenses or Nonrecoverable Advances (together with any related interest thereon) incurred with respect to the Mortgage Loan or any related Foreclosed Property.

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

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

Amounts held in the Distribution Account shall be uninvested.

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

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

(i) to pay the Trustee/Certificate Administrator Fee (including the portion thereof that is the Trustee Fee) to the Certificate Administrator (who shall pay the Trustee the portion of the Trustee/Certificate Administrator Fee that represents the Trustee Fee pursuant to Section 8.5 hereof), but only from any Monthly Interest Payment Advance and only to the extent that such amounts are not paid out of the Collection Account pursuant to Section 3.4(c)(iii);

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

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

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

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

(i) to withdraw amounts deposited in error;

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

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

(d) The Certificate Administrator shall establish and maintain, with respect to the Combined VRR Interest and the Class D and Class E Certificates, an account (the “Yield Maintenance Premiums Distribution Account”) in the name of the “Citibank, N.A., as Certificate Administrator on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of BX Commercial Mortgage Trust 2020-VIVA, Commercial Mortgage Pass Through Certificates Series 2020-VIVA and the Uncertificated VRR Interest, Yield Maintenance Premiums Distribution Account”. The Distribution Account shall be deemed to include the Yield Maintenance Premiums Distribution Account, and the Yield Maintenance Premiums Distribution Account shall be an Eligible Account maintained with an Eligible

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Institution, and may be a sub-account of the Distribution Account. The Yield Maintenance Premiums shall be held solely for the benefit of the Holders of the Combined VRR Interest and the Class D and Class E Certificates. With respect to each Distribution Date, the Certificate Administrator shall make withdrawals from the Yield Maintenance Premiums Distribution Account to the extent required to make the distributions of Yield Maintenance Premiums required by Section 4.3(b) of this Agreement.

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

3.7 Appraisal Reductions. (a) The Special Servicer shall: (i) upon the occurrence of an Appraisal Reduction Event, promptly notify the Servicer, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative of such occurrence of an Appraisal Reduction Event; (ii) within 30 days after the occurrence of such Appraisal Reduction Event, order, and use efforts consistent with Accepted Servicing Practices, to obtain an independent Appraisal of each of the Properties unless an Appraisal was performed within 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 may be used by the Special Servicer); and (iii) determine (no later than the first Distribution Date on or following either (x) the receipt of such Appraisal (in final form) (provided, that if such new Appraisal was received less than five (5) Business Days prior to such Distribution Date, it will determine no later than the second Distribution Date following the receipt of such Appraisal) or (y) the determination to use any existing Appraisals, as applicable) on the basis of the applicable Appraisals, and receipt of information reasonably requested by the Special Servicer from the Servicer in the Servicer’s possession and reasonably necessary to calculate the Appraisal Reduction Amount, whether there exists any Appraisal Reduction Amount and, if an Appraisal Reduction Amount exists, give notice

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thereof to the Servicer, the Trustee, the Companion Loan Holders (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) and the Certificate Administrator. The cost of obtaining any such Appraisal (or updated Appraisal) shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance and, in such case, as an expense of the Trust. Updates of such Appraisals shall be obtained by the Special Servicer every nine (9) months for so long as an Appraisal Reduction Event exists and shall be paid for by the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance), and any Appraisal Reduction Amount shall be adjusted accordingly and, if required in accordance with any such adjustment, each Class of Principal Balance Certificates and the Uncertificated VRR Interest with a Certificate Balance or Uncertificated VRR Interest Balance, as applicable, that has been notionally reduced as a result of such Appraisal Reduction Amount shall have its related Certificate Balance or Combined VRR Interest Balance, as applicable, notionally restored (or reduced if applicable) to the extent required by such adjustment of the Appraisal Reduction Amount, and there shall be a redetermination of whether a CCR Control Period, a CCR Consultation Period or a CCR Consultation Termination Period is then in effect. The Servicer shall provide by electronic means reasonably acceptable to the Special Servicer and the Servicer the information in its possession or control as reasonably requested in writing by the Special Servicer within two (2) Business Days of any request to permit the Special Servicer to calculate or to recalculate the Appraisal Reduction Amount. The Mortgage Loan will be treated as a single loan for purposes of calculating the Appraisal Reduction Amount. Appraisal Reduction Amounts with respect to the Mortgage Loan will be allocated: first, to the Trust C Notes on a pro rata and pari passu basis (in accordance with the relative principal balances of such Trust C Notes) up to the portion of the aggregate principal balance of the Trust C Notes constituted by Accrued and Deferred Principal added thereto; second, to the B Notes on a pro rata and pari passu basis (in accordance with the relative principal balances of such B Notes) up to the portion of the aggregate principal balance of the B Notes constituted by Accrued and Deferred Principal added thereto; third, to the A Notes on a pro rata and pari passu basis (in accordance with the relative principal balances of such A Notes) up to the portion of the aggregate principal balance of the A Notes constituted by Accrued and Deferred Principal added thereto; fourth, to the Trust C Notes on a pro rata and pari passu basis (in accordance with the relative principal balances of such Trust C Notes) up to the aggregate principal balance of the Trust C Notes (exclusive of the portion thereof constituted by Accrued and Deferred Principal added thereto); fifth, to the B Notes on a pro rata and pari passu basis (in accordance with the relative principal balances of such B Notes) up to the aggregate principal balance of the B Notes (exclusive of the portion thereof constituted by Accrued and Deferred Principal added thereto); and, sixth, to the A Notes on a pro rata and pari passu basis (in accordance with the relative principal balances of such A Notes) up to the aggregate principal balance of the A Notes (exclusive of the portion thereof constituted by Accrued and Deferred Principal added thereto).

Any such Appraisal obtained under this Section 3.7 shall be delivered by the Special Servicer to the Servicer, the Trustee, the Certificate Administrator, the 17g-5 Information Provider, the Companion Loan Holders, any applicable Consenting Party and Consulting Party in electronic format and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b), and the 17g-5 Information Provider shall post such Appraisal on the 17g-5 Information Provider’s Website.

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

(c) The Certificate Balance of each Class of the Principal Balance Certificates shall be notionally reduced (solely for purposes of determining (x) to the extent expressly set forth herein, the Voting Rights of the related Classes and (y) whether a CCR Control Period is or is not then in effect) on any Distribution Date to the extent of any Appraisal Reduction Amount (and, if applicable, Cumulative Appraisal Reduction Amount) allocable to the Trust Loan that is, in turn, allocated to such Class on such Distribution Date. On each Distribution Date, the VRR Percentage of any Appraisal Reduction Amount shall be applied to notionally reduce (to not less than zero) the Combined VRR Interest Balance of the Combined VRR Interest, which amount shall, in turn, be applied to notionally reduce (to not less than zero) the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, pro rata, based on the respective then-outstanding amounts of such Certificate Balance and Uncertificated VRR Interest Balance. On each Distribution Date, the Non-Retained Percentage of any Appraisal Reduction Amount (or, solely in the case of Class E Certificates, Cumulative Appraisal Reduction Amount) allocable to the Trust Loan shall be applied to notionally reduce the Certificate Balances of the respective Classes of the Non-Retained Principal Balance Certificates in the following order of priority: first, to the Class E Certificates; and second, to the Class D Certificates; provided that no Certificate Balance in respect of any such Class may be notionally reduced below zero; and, provided, further, that any Negative Amortization Amounts that comprise any Adjusted Certificate Balance shall be reduced in Reverse Sequential Order prior to the reduction of the Standard Certificate Balance being reduced in Reverse Sequential Order.

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

(e) If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisal or update of an Appraisal has been obtained or conducted with respect to a Property or Foreclosed Property, as the case may be, during the 9-month period prior to the date of such Appraisal Reduction Event or (B) a material change in the circumstances surrounding a 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 such Property or Foreclosed Property, as the case may be, and (iii) no new Appraisal has been obtained or conducted for each such Property or Foreclosed Property, as the case may be, referred to in the immediately preceding clause (ii) within 60 days after the Appraisal Reduction Event has occurred, then (x) until a new Appraisal is obtained for such Property or Foreclosed Property, as the case may be, the appraised value of the subject Property or Foreclosed Property, as the case may be, for purposes of determining the Appraisal Reduction Amount shall be deemed to equal 75% of the allocated loan amount (the “Assumed Appraised Value”), and (y) upon receipt or performance of the new Appraisal by the Special Servicer with respect to the subject Property or Foreclosed Property, as the case may be,

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the Appraisal Reduction Amount shall be recalculated in accordance with the definition of “Appraisal Reduction Amount” taking such Appraisal into account.

(f) The Special Servicer shall consult with the Controlling Class Representative (if it is a Consenting Party or a Consulting Party) in respect of the determination of any Appraisal Reduction Amount. The determination by the Special Servicer following such consultation will be binding until such time as a new determination is made based on a new Appraisal obtained as a result of the exercise of the rights of the Controlling Class Representative discussed below or otherwise in accordance with this Agreement. The most senior Class of Non-Retained Principal Balance Certificates, whose Standard Certificate Balance is reduced to less than 25% of its initial Certificate Balance (taking into account the application of any Cumulative Appraisal Reduction Amount to notionally reduce the Standard Certificate Balance of such Class) and provided that a CCR Consultation Termination Event does not exist, is referred to as an “Appraisal-Reduced Class”. The holders of the majority (by Standard Certificate Balance) of an Appraisal-Reduced Class (such holders, the “Requesting Holders”) shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal in respect of either or both of the Properties in connection with the related Appraisal Reduction Event that has occurred with respect to the Mortgage Loan, and in connection therewith the Special Servicer shall use reasonable efforts to cause each such second Appraisal to be delivered within 60 days from receipt of the Requesting Holders’ written request and shall cause such second Appraisal to be prepared by an Independent Appraiser. Upon receipt of each such second Appraisal, the Special Servicer shall be required to recalculate such Appraisal Reduction Amount based upon such second Appraisal(s). If required by any such recalculation, a CCR Control Period may be reinstated.

(g) In addition, if subsequent to any Class of Non-Retained Principal Balance Certificates becoming an Appraisal-Reduced Class there is a material change with respect to either Property, the Requesting Holders of such Class will have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth their belief of what constitutes a material change to such Property (including any related documentation). For the avoidance of doubt, only one such additional Appraisal of any particular Property may be requested by the holders of an Appraisal-Reduced Class within the same two-year period. The costs of obtaining such additional Appraisal(s) 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 a Property designated by the Requesting Holders for an additional Appraisal and such change was material, the Special Servicer shall order another Appraisal from an Independent Appraiser, the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting Holders are requesting the Special Servicer to obtain an additional Appraisal), and the Special Servicer shall recalculate the Appraisal Reduction Amount based upon such additional Appraisal. If required by any such recalculation, a CCR Control Period shall be reinstated. In each case, Appraisals that are requested by any Appraisal-Reduced Class shall be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing Practices upon the occurrence of a material change at either Property or that the Special Servicer is otherwise required or permitted to order under this Agreement without regard to any Appraisal requests made by any other party. Absent manifest error in the appraised value contained in an Appraisal (including a failure to reflect material

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adverse changes in circumstances affecting property valuations occurring since the date of such Appraisal), the Special Servicer shall not be permitted to adjust downward the appraised value of a Property contained in any Appraisal (provided such Appraisal satisfies customary standards for qualified appraisals in CMBS transactions) delivered to the Special Servicer (including any Appraisal obtained at the request of the Requesting Holders of an Appraisal-Reduced Class) in making an Appraisal Reduction Amount calculation, to the extent that such downward adjustment would cause a Class of Certificates to become an Appraisal-Reduced Class.

(h) Upon becoming an Appraisal-Reduced Class and thereafter (including during any period that the Appraisal-Reduced Class is challenging the determination of the Appraisal Reduction Amount with a second Appraisal or otherwise presenting a new Appraisal as described above), the holders of the such Appraisal-Reduced Class may not exercise any rights of the Controlling Class, and the rights of the Controlling Class will be exercised by the Class of Non-Retained Principal Balance Certificates immediately senior to such Appraisal-Reduced Class, if any, and will not be exercised by any other Class of Certificates, unless a recalculation results in the reinstatement of the Appraisal-Reduced Class as the Controlling Class.

3.8 Investment of Funds in the Collection Account and any Foreclosed Property Account. (a) The Servicer and, with respect to the Foreclosed Property Accounts and the Loss of Value Reserve Fund, the Special Servicer, may direct any depository institution maintaining the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account (to the extent interest is not payable to the Borrower Related Parties) and any Reserve Account (to the extent interest is not payable to the Borrower Related Parties), respectively (each of the Collection Account, any Foreclosed Property Account, the Loss of Value Reserve Fund, the Cash Management Account and any Reserve Account, for purposes of this Section 3.8, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any direction by the Servicer or the Special Servicer, as applicable, to invest funds on deposit in an Investment Account shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the time required hereby or is payable on demand. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee (including, without limitation, the Certificate Administrator on behalf of the Trustee). The Servicer, acting on behalf of the Trustee, shall have sole control (or the Special Servicer, with respect to any Foreclosed Property Account) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent (which shall initially be the Servicer or the Special Servicer, as applicable), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. The Trustee shall have no responsibility or liability with respect to the investment directions of the Servicer or the Special Servicer or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Servicer and the Special Servicer, as applicable, shall:

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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 the Special Servicer, as applicable, that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment Account.

(b) All net income and gain realized from investment of funds deposited in the Collection Account, the Cash Management Account (to the extent not payable to the Borrower) and the Reserve Accounts (to the extent not payable to the Borrower) shall be for the benefit of the Servicer in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection Account, the Cash Management Account, the Reserve Accounts (except in the case of any such loss with respect to the Cash Management Account or a Reserve Account, to the extent the loss amounts were 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.

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

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

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seeking to be absolved from responsibility and liability) or any losses resulting therefrom, whether from Permitted Investments or otherwise.

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

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

(b) If there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed and replaced pursuant to Sections 7.1 and 7.2. Upon the occurrence of a Special Servicer Termination Event, the Trustee must upon actual knowledge by a Responsible Officer, promptly notify the Companion Loan Holders and the Certificate Administrator in writing and the Certificate Administrator shall (i) post such notice on the Certificate Administrator’s website, (ii) provide such notice to the 17g-5 Information Provider who must post such notice thereof to the 17g-5 Information Provider’s website and (iii) provide notice to the Trust Interest Owners by mail, to the addresses set forth on the Certificate Register, unless the related Special Servicer Termination Event has been cured or waived. The appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations to make Advances as set forth herein; provided, however, that the initial Special Servicer specified above shall not be liable for any actions or any inaction of such successor Special Servicer. No termination fee shall be payable to the terminated Special Servicer. No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until the successor Special Servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing and Rating Agency Confirmation with respect to such appointment has been delivered to the Trustee. Any successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.5(a) mutatis mutandis as of the date of its succession. In addition, the Person accepting such assignment and delegation shall constitute a Qualified Replacement Special Servicer.

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

(c) Upon determining that a Special Servicing Loan Event has occurred and is continuing, the Servicer shall immediately give notice thereof to the Special Servicer, the Trustee, the Companion Loan Holders and the Certificate Administrator, and the Servicer shall use its reasonable efforts to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage Loan File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto. The Servicer shall use its reasonable efforts to comply with the preceding sentence within five (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, upon the occurrence and during the continuation of a Special Servicing Loan Event, which shall occur, in the case of a Special Servicing Loan Event, upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. The Special Servicer shall instruct the Borrower Related Parties to continue to remit all payments in respect of the Mortgage Loan to the Servicer. The Servicer shall forward any notices it would otherwise send to the Borrower Related Parties under the Mortgage Loan to the Special Servicer who shall send such notice to the Borrower Related Parties while a Special Servicing Loan Event has occurred and is continuing. The Servicer (or, while a Special Servicing Loan Event has occurred and is continuing, the Special Servicer) shall provide any related mezzanine lender all default-related notices required under any related mezzanine intercreditor agreement, including, without limitation, in connection with any cure rights or purchase option. During the continuance of a Special Servicing Loan Event with respect to the Mortgage Loan, the Special Servicer shall determine the effect on net present value of various courses of action with respect to the Mortgage Loan, including without limitation, work-out of the Mortgage Loan or foreclosure on the Properties and pursue, subject to the terms of this Agreement, the course of action that it determines would maximize recovery on the Mortgage Loan on a net present value basis. All net present value determinations shall be made in accordance with Section 1.3(c).

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

(e) In making a Major Decision or in servicing the Mortgage Loan during the continuance of a Special Servicing Loan Event, the Special Servicer shall provide to the Certificate Administrator originals of documents entered into in connection therewith that are required to be included within the definition of “Mortgage Loan File” for inclusion in the Mortgage Loan File (to the extent such documents are in the possession of the Special Servicer) and copies of any additional related Mortgage Loan information, including correspondence with the Borrower

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Related Parties, and the Special Servicer shall promptly provide copies of all of the foregoing to the Servicer as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer, provided that, such materials shall not include any Privileged Information.

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

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

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

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

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

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

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

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

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

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

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

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

(x) the action that the Special Servicer made or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s rationale for its proposed action, including its rejection of the alternatives; and an analysis of whether or not taking such action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the Special 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 Accepted Servicing Practices.

The Special Servicer shall: (x) deliver to the Certificate Administrator, in an electronic format reasonably acceptable to the Certificate Administrator and the Special Servicer, a proposed notice to Trust Interest Owners that shall include a summary of any Final Asset Status Report (which shall be a brief summary of the current status of the Properties and strategy with respect to the resolution and work-out of the Mortgage Loan), and the Certificate Administrator shall post such summary (but not the Asset Status Report) on the Certificate Administrator’s Website pursuant to Section 8.14(b); and (y) implement the applicable Final Asset Status Report in the form delivered to the 17g-5 Information Provider pursuant to the first paragraph of this Section 3.10(h). If the Special Servicer modifies any Final Asset Status Report that it has previously delivered, then in connection therewith, the Special Servicer shall (i) deliver such modified Final Asset Status Report to the 17g-5 Information Provider in an electronic format reasonably acceptable to the 17g-5 Information Provider, which the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), (ii) deliver a summary of the modified Final Asset Status Report to the Certificate Administrator (in an electronic format reasonably acceptable to the Certificate Administrator), which the Certificate Administrator shall post on the Certificate Administrator’s Website pursuant Section 8.14(b), and (iii) implement such modified Final Asset Status Report in the form delivered to the 17g-5 Information Provider.

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If any applicable Consenting Party (i) affirmatively approves in writing an Asset Status Report or (ii) does not disapprove an Asset Status Report within ten Business Days after receipt of such Asset Status Report together with all information in the possession of the Special Servicer that is reasonably necessary for such Consenting Party to make a decision regarding such Asset Status Report (and, in the case of this clause (ii), such Consenting Party shall be deemed to have approved such Asset Status Report), then the Special Servicer shall take the recommended actions described in such Asset Status Report. Within ten Business Days after receipt of an Asset Status Report, together with all information reasonably requested by any applicable Consenting Party in the possession of the Special Servicer that is reasonably necessary to make a decision regarding the Asset Status Report, such Consenting Party may object to such Asset Status Report.

If any applicable Consenting Party disapproves an Asset Status Report within the above-referenced ten Business Day period, then the Special Servicer shall revise such Asset Status Report and deliver such revised Asset Status Report as soon as practicable thereafter, but in no event later than 30 days after such disapproval of the Asset Status Report by such Consenting Party, to (i) any applicable Consenting Party, (ii) any applicable Consulting Party, (iii) the Servicer, and, (iv) solely in the case of a Final Asset Status Report, the Certificate Administrator and the 17g-5 Information Provider (who shall promptly post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)). If and for so long as there is an applicable Consenting Party, the Special Servicer shall revise such Asset Status Report as provided in the prior sentence until the earlier of (a) the delivery by such Consenting Party of an affirmative approval in writing of such revised Asset Status Report, and (b) the failure of such Consenting Party to disapprove such revised Asset Status Report in writing within ten Business Days of its receipt thereof; provided that the Special Servicer may take actions with respect to the related Property before the expiration of such ten Business Day period if the Special Servicer reasonably determines that failure to take such action before the expiration of such ten Business Day period would violate the Accepted Servicing Practices; and provided, further, that if such Consenting Party has timely disapproved as required hereunder, but has not approved or been deemed to approve any revised Asset Status Report within 90 days from the submission of the initial Asset Status Report, then the Special Servicer and such Consenting Party 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, that such action does not violate Accepted Servicing Practices. The Asset Status Report and all modifications thereto shall be prepared in accordance with the Accepted Servicing Practices.

The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement the new action in such revised report so long as such revised report has been prepared, delivered, reviewed and either approved or not rejected as provided above.

If and for so long as there is an applicable Consulting Party, the Special Servicer shall also consult on a non-binding basis with such Consulting Party in connection with each Asset Status Report prior to finalizing and executing such Asset Status Report and such Consulting Party shall be permitted to propose alternative courses of action within 10 Business Days of receipt of each Asset Status Report. The Special Servicer shall consider any such alternative courses of action and any other feedback provided by any applicable Consulting Party. The Special Servicer

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may revise the Asset Status Reports as it deems reasonably necessary in accordance with Accepted Servicing Practices to take into account any input and/or recommendations of the applicable Consulting Party.

The Special Servicer may not take any action inconsistent with an Asset Status Report that has been adopted as provided above, unless such action would be required in order to act in accordance with Accepted Servicing Practices. During any CCR Control Period or any CCR Consultation Period, if the Special Servicer takes any action inconsistent with an Asset Status Report that has been adopted as provided above, the Special Servicer shall promptly notify, during any CCR Control Period or any CCR Consultation Period, the Controlling Class Representative of such inconsistent action and provide a reasonably detailed explanation of the reasons therefor.

Notwithstanding anything herein to the contrary: (i) the Special Servicer shall have no right or obligation to consult with or to seek and/or obtain consent or approval from any Controlling Class Representative prior to acting (and provisions of this Agreement requiring such consultation, consent or approval shall be of no effect) during the period following any resignation or removal of a Controlling Class Representative and before a replacement is selected and/or identified; and (ii) no advice, direction, objection or consultation from or by a Consenting Party or a Consulting Party, as applicable, pursuant to or as contemplated by any provision of this Agreement, may (and neither the Special Servicer nor the Servicer shall follow any such advice, direction, objection or consultation that the Special Servicer or the Servicer, as applicable, has determined, in its reasonable, good faith judgment, would): (A) require or cause the Special Servicer or the Servicer to violate applicable law, the terms of the Mortgage Loan Documents or any related mezzanine intercreditor agreement or any Section of this Agreement, including the Special Servicer’s or the Servicer’s obligation to act in accordance with Accepted Servicing Practices, (B) result in the imposition of federal income tax on the Trust, or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC , (C) expose the Trust, any Trust Interest Owner, any Companion Loan Holder, the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates, members, managers, officers, directors, employees or agents, to any material claim, suit or liability or (D) materially expand the scope of the Servicer’s or Special Servicer’s responsibilities under this Agreement or the scope of the Trustee’s or Certificate Administrator’s responsibilities under this Agreement.

(i) During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the Borrower Related Parties and, subject to the rights of any applicable Consenting Party and any applicable Consulting Party, take any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Asset Status Report.

(j) Upon request of any Certificateholder (or any Beneficial Owner, if applicable) or any Uncertificated VRR Interest Owner, which constitutes a Non-Restricted Privileged Person and which shall have provided the Certificate Administrator with an Investor Certification in the form of Exhibit K-1, the Certificate Administrator shall mail or transmit electronically, without charge, to the address specified in such request a copy of the summary of any Final Asset Status Report. Notwithstanding anything to the contrary in this Agreement, a Certificateholder (or any Beneficial Owner, if applicable) or any Uncertificated VRR Interest

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Owner, which shall have provided the Certificate Administrator with an Investor Certification in the form of Exhibit K-2, shall only be entitled to receive a copy of the most current Distribution Date Statements and no other reports from the Certificate Administrator’s Website.

(k) During the continuance of a Special Servicing Loan Event, on the last day of each Collection Period the Special Servicer shall prepare and deliver to the Servicer the CREFC^® Special Servicer Loan File and, to the extent required under the then current applicable CREFC^® guidelines, CREFC^® Special Servicer Property File with respect to the Mortgage Loan.

3.11 Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a) The Servicer shall use efforts consistent with Accepted Servicing Practices to cause the Borrower to maintain (or if the Borrower fails to maintain such insurance, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable rates and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Properties of the types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents. The Servicer shall require such insurance policies to be issued by insurers satisfying the requirements of the Mortgage Loan Documents. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer, as a Property Protection Advance unless it would be a Nonrecoverable Advance. Neither the Servicer nor the Special Servicer shall be required to maintain, and shall not cause the 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 (subject to the consent of any applicable Consenting Party) has determined, in accordance with Accepted Servicing Practices, that (i) such insurance is not required pursuant to the terms of the Mortgage Loan Documents as in effect on such date, or (ii) the failure to maintain such insurance would constitute an Acceptable Insurance Default. Neither the Servicer nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the related Borrower would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof, and, accordingly, prior to a Property becoming a Foreclosed Property, neither the Servicer nor the Special Servicer shall spend more for terrorism insurance premiums than the Borrower shall be obligated to spend. Notwithstanding anything in this Agreement, neither the Servicer nor the Special Servicer shall be required to maintain or cause to be maintained any insurance if such insurance would require a Property Protection Advance that would be a Nonrecoverable Advance (provided, that nothing shall prohibit the Servicer or the Special Servicer, as applicable, from maintaining such insurance if the costs of doing so are paid as an expense of the Trust).

(b) The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained such insurance (including environmental insurance) with respect to each Foreclosed Property as the Borrower is required to maintain with respect to such Property referred to in subsection (a) of this Section 3.11. The cost of any such insurance with respect to a Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by the Servicer as a Property Protection Advance unless such advance would be a Nonrecoverable Advance (in which case the Servicer shall pay such amount from the Collection Account as an expense of the Trust). Any such insurance (other than terrorism insurance, which shall be maintained to the extent required under subsection (a) of this Section 3.11) that is required to be maintained with respect to any Foreclosed

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Property shall only be so required to the extent such insurance is available at commercially reasonable rates and the Trustee, a prior mortgagee, or other applicable party on behalf of the Trust and the Companion Loan Holders has an insurable interest. If the Special Servicer requests the Servicer to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable Advance, and if the Servicer does not make such Advance, the Trustee (within five (5) Business Days of its receipt of notice of the Servicer’s failure to make such Advance) shall make an Advance of the premiums to maintain such insurance, provided that, in each such case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as mortgagee having an insurable interest and the availability of such insurance at commercially reasonable rates.

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

(d) Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy (from (i) any insurer that has a claims-paying ability rated at least as follows by at least one of the following credit rating agencies: “A-” by Fitch, “A-” by S&P, “A3” by Moody’s, “A-“ by KBRA , “A(low)” by DBRS Morningstar or “A-:X” by A.M. Best Company, Inc., or (ii) any other insurance company which does not result in the downgrade, qualification (if applicable) or withdrawal of the ratings then assigned by any of the Rating Agencies to any Class of Certificates, as evidenced by Rating Agency Confirmation provided to each of the Trustee and the Certificate Administrator) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable, against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities having regulatory power over the Servicer and the Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer and the Special

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Servicer if each were servicing and administering the Mortgage Loan for FNMA or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy.

Both the Servicer and Special Servicer shall be required to use reasonable efforts to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy meeting the requirements set forth above in this Section 3.11(d). In the event that any such bond or policy ceases to be in effect, the Servicer or the Special Servicer, as applicable, shall be required to obtain a comparable replacement bond or policy.

In lieu of the foregoing, but subject to this Section 3.11(d), the Servicer and Special Servicer shall be entitled to self-insure directly or through its parent with respect to such risks so long as the rating on its (or its immediate or remote parent’s) long-term unsecured debt or deposit accounts is at least “A3” by Moody’s and “A(low)” by DBRS Morningstar or, if not then rated by a particular Rating Agency, either (x) rated no lower than an equivalent rating by at least two other NRSROs (which may include the other Rating Agency, S&P and/or Fitch) or (y) rated no lower than “A:VIII” by A.M. Best Company, Inc.

(e) No provision of this Section 3.11 requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator on the Trustee’s behalf shall be entitled to request, upon receipt of a written request from any Trust Interest Owner, and the Servicer and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator on the Trustee’s behalf, a certificate of insurance from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator shall make any such certificate of insurance available to the requesting Trust Interest Owner on a confidential basis.

3.12 Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Property. (a) Upon a Special Servicing Loan Event, the Special Servicer on behalf of the Trust (subject to the consent of rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party), subject to the terms of the Mortgage Loan Documents and consistent with Accepted Servicing Practices, shall promptly pursue the remedies set forth in the Mortgage Loan Documents, including foreclosure or otherwise realization on the Properties and the other collateral for the Mortgage Loan. In connection with any foreclosure, enforcement of the applicable Mortgage Loan Documents or other realization on the collateral for the Mortgage Loan, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account as an expense of the Trust if consistent with Accepted Servicing Practices.

(b) Such proposed acceleration of the Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer waives such Mortgage Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Mortgage Loan Event of Default), which

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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 constitute a “significant modification” of the Mortgage Loan under Treasury Regulations Section 1.860G-2(b).

(c) In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds to restore the Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds to restore the Property damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Mortgage Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid as an expense of the Trust from the Collection Account if consistent with Accepted Servicing Practices.

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

If the Special Servicer has so determined based on satisfaction of the criteria in this Section 3.12(d) that it would be in the best economic interest of the Trust and the Companion Loan Holders (as a collective whole, as if the Trust and the Companion Loan Holders constituted a single lender) (as determined in accordance with Accepted Servicing Practices) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, then subject to the rights of any related mezzanine lender, if applicable, and subject to the rights of (i) any applicable

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Consenting Party to consent to, and (ii) any applicable Consulting Party to consult in respect of, such action pursuant to the terms hereof, the Special Servicer shall take such proposed action.

The Special Servicer shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation as a Property Protection Advance unless the Servicer or the Special Servicer determines that such Advance would constitute a Nonrecoverable Advance. If such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account as an expense of the Trust if consistent with Accepted Servicing Practices.

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

(f) Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of the Trust any personal property (including any Collateral consisting of franchise agreements, intellectual property or equity interests in any entity or other non-real property Collateral) pursuant to this Section 3.12 unless:

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

(ii) the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance) to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC under the REMIC Provisions or cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that any Uncertificated Lower-Tier Interest or any Trust Interest is outstanding.

(g) Notwithstanding any acquisition of title to the Properties following a Mortgage Loan Event of Default and cancellation of the Mortgage Loan, the Mortgage Loan shall be an REO Mortgage Loan and shall be deemed to remain outstanding and held in the Trust for purposes of all calculations hereunder, including, without limitation, the application of collections, and shall be reduced only by collections net of expenses. For purposes of all calculations hereunder, so long as the Mortgage Loan shall be deemed to remain outstanding, (i) it shall be assumed that the unpaid principal balance of the Mortgage Loan immediately after any discharge is equal to the unpaid principal balance of the Mortgage Loan immediately prior to such discharge and (ii) Foreclosure Proceeds shall be applied as provided in Section 1.3(b).

(h) The Special Servicer shall notify the Servicer if any Property (including any Foreclosed Property) is abandoned or foreclosed and requires reporting to the IRS and shall provide the Servicer with all information regarding forgiveness of indebtedness and required to be reported with respect to any item in the Trust Fund which is abandoned or foreclosed and the Servicer shall report to the IRS and the Borrower, in the manner required by applicable law, such

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information and the Servicer shall report, via Form 1099A and 1099C, all forgiveness of indebtedness and foreclosure and abandonments to the extent such information has been provided to the Servicer by the Special Servicer. The Special Servicer shall deliver to the Servicer its standard Form 1099 Template Workbook (as defined in the CREFC 1099 Best Practices publication) for all such items in the Trust Fund on or before January 20 of each calendar year or, if such date is not a Business Day, on the preceding Business Day. Upon request, the Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.

3.13 Certificate Administrator to Cooperate; Release of Items in Mortgage Loan File. From time to time and as appropriate for the servicing of the Mortgage Loan or foreclosure of or realization on the Property, the Certificate Administrator shall, upon request of the Servicer or the Special Servicer and delivery to the Certificate Administrator of a request for release in the form of Exhibit B hereto, release or cause its Custodian to release any items from the Mortgage Loan File to the Servicer or the Special Servicer, as the case may be, within the lesser of (i) seven (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 receipt for release shall obligate the Servicer or the Special Servicer to (and the Servicer or the Special Servicer, as applicable, shall) return such items to the Certificate Administrator (or a Custodian on its behalf) when the need therefor by the Servicer or the Special Servicer no longer exists. The Certificate Administrator shall not have any responsibility or duty with respect to any item in the Mortgage Loan File while not in its (or its Custodian’s) physical possession (provided that the Mortgage Loan File was properly released in accordance with this Agreement), it being understood and agreed that possession by the Certificate Administrator of any Collateral Security Documents shall not be imputed to the Certificate Administrator at any time such Collateral Security Documents have been properly released pursuant to the terms hereof.

3.14 Title and Management of Foreclosed Property. (a) In the event that title to any Property is acquired for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed in lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, as trustee for the benefit of the Holders of BX Commercial Mortgage Trust 2020-VIVA and the Uncertificated VRR Interest Owners, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer (the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance or from the Collection Account if such Advance is a Nonrecoverable Advance). Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date shall be deemed to occur under the REMIC Provisions with respect to such Property, the expense of such consultation being treated as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall dispose of any Foreclosed Property held by the Trust as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth in Sections 3.15 and Section 12.2. Subject to Sections 12.2 and Section 3.14(d), the Special Servicer shall hire on behalf of the Trust and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate such Foreclosed Property for the Trust Interest Owners and the Companion Loan Holders solely for the purpose of its prompt disposition and sale. In

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connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section 3.4(c)(vi).

(b) The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of any Foreclosed Property separate and apart from its own funds and general assets and shall establish and maintain with respect to each Foreclosed Property a Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee or in the name of a limited liability company wholly owned by the Trust that is managed by the Special Servicer for the benefit of the Trust, pursuant to Section 3.6.

(c) The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices, the REMIC Provisions and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operation of any Foreclosed Property in accordance with Accepted Servicing Practices, all on such terms and for such period as the Special Servicer deems to be consistent with Accepted Servicing Practices and in the best interest of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender). The Special Servicer shall (i) cause, in accordance with Accepted Servicing Practices any Foreclosed Property to be administered so that it constitutes “foreclosure property” within the meaning of the REMIC Provisions at all times, and (ii) cause, in accordance with Accepted Servicing Practices, any income from the operation or the sale of any Foreclosed Property to not result in the receipt by the Trust of any income from non-permitted assets as described in Code Section 860F(a)(2)(B).

The Special Servicer shall deposit or cause to be deposited on a daily basis in the related Foreclosed Property Account all properly identified revenues received with respect to a Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation, management and maintenance of such Foreclosed Property and for other expenses related to the preservation and protection of such Foreclosed Property, including, but not limited to:

(i) all insurance premiums due and payable in respect of such Foreclosed Property;

(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 or the Special Servicer determines, in accordance with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance. If

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such Advance is determined to constitute a Nonrecoverable Advance, then such expenses shall be paid from the Collection Account if consistent with Accepted Servicing Practices.

(d) The Special Servicer, on behalf of the Trust, shall (subject to Section 3.14(a)) contract with any Successor Manager for the operation and management of any such Foreclosed Property; provided that no such contract shall impose individual liability on the Trustee or the Trust; provided, further, that:

(i) the terms and conditions of any such contract shall not be inconsistent herewith;

(ii) any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and management of any such Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the Foreclosed Property Account; and

(iii) none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations to the Trust on behalf of the Trust Interest Owners and the Companion Loan Holders with respect to the operation and management of any such Foreclosed Property.

The Special Servicer shall be entitled, and to the extent required by the REMIC Provisions, shall be required to enter into an agreement with any Independent Contractor performing services for it related to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing in this Agreement shall be deemed to limit or modify such indemnification. All REO Management Fees shall be an expense of the Trust payable from the Foreclosed Property Account or subject to reimbursement pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and to enforce the obligations of the Successor Manager on behalf of the Trust and the Companion Loan Holders. Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.

(e) On or before the Business Day following the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account and remit to the Servicer for deposit into the Collection Account the proceeds and collections received or collected during such Collection Period on or with respect to the Foreclosed Property (together with any funds no longer needed in any reserves established as provided below), net 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.

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3.15 Sale of Foreclosed Property. (a) In the event that title to either Property or other collateral securing the Mortgage Loan is acquired by the Special Servicer in the name of the Trustee or its nominee for the benefit of the Trust for the benefit of the Trust Interest Owners and the Companion Loan Holders in foreclosure or by deed-in-lieu of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee, or its nominee (which shall not include the Special Servicer), on behalf of the Trust and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. The Special Servicer shall be empowered, subject to the Code and the specific requirements and prohibitions of this Agreement, to do any and all things in connection with the management and operations of the Foreclosed Property in accordance with Accepted Servicing Practices and in the best interest of the Trust Interest Owners. The Special Servicer, on behalf of the Trust and the Companion Loan Holders, shall sell any Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices, but in no event later than the time period set forth in Section 12.2 hereof in a manner provided under this Section 3.15.

(b) [Reserved.]

(c) Subject to the consent rights of any applicable Consenting Party and the consultation rights of any applicable Consulting Party, the Special Servicer shall accept the highest cash offer for a Foreclosed Property received from any person. However, in no event may such offer be less than an amount at least equal to the portion of the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) attributable to such Foreclosed Property. In the absence of any such offer, the Special Servicer shall accept the highest cash offer (other than from an Interested Person) that it determines is a fair price based on Appraisals obtained within the last nine (9) months. If the highest offeror is an Interested Person or any Certificateholder, then the Trustee shall determine the fairness of the highest offer based upon an independent appraisal obtained at the expense of the Trust; provided, that if the Trustee is required to determine whether a cash offer by an Interested Person or any Certificateholder constitutes a fair price, the Trustee may designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuation of or investment in properties similar to the Foreclosed Property, which such expert shall be selected with reasonable care by the Trustee for the sole purpose of determining whether any such cash offer constitutes a fair price for the Foreclosed Property; provided, further, that if the Trustee so designates any such third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination and the reasonable costs of all Appraisals, inspection reports and broker opinions of value incurred by the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Notwithstanding the foregoing and subject to any applicable consent rights of any applicable Consenting Party and any consultation rights of any applicable Consulting Party, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole, as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender), 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 Trust Interest Owners and the

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Companion Loan Holders (as a collective whole, as if such Trust Interest Owners and Companion Loan Holders constituted a single lender).

(d) Subject to the provisions of Sections 3.14 and Section 12.2, the Special Servicer shall act on behalf of the Trust and the Companion Loan Holders in negotiating and taking any other action necessary or appropriate in connection with the sale of a Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of any Foreclosed Property shall be without recourse to the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Trust Interest Owners or the Companion Loan Holders (except that any contract of sale and assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the Trust and the Companion Loan Holders) and if consummated in accordance with the terms of this Agreement, none of the Depositor, the Trust, the Trust Fund, the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall have any liability to any Trust Interest Owner or Companion Loan Holders with respect to the purchase price thereof accepted by the Special Servicer or the Trustee.

(e) The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).

(f) Within 30 days of the sale of a Foreclosed Property, the Special Servicer shall provide (if not previously included in a CREFC^® Report by the Servicer or the Special Servicer) to the Servicer who shall provide (to the extent received from the Special Servicer) to the Companion Loan Holders, the Trustee and the Certificate Administrator a statement of accounting (or, if applicable, one or more CREFC^® Reports that contain(s) the information set forth in clauses (i) to (v) below of this Section 3.15(f)) for the Foreclosed Property, including, without limitation, (i) the date the Foreclosed Property was acquired in foreclosure or by deed in lieu of foreclosure or otherwise, (ii) the date of disposition of such Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest with respect to the outstanding principal balance of the Mortgage Loan, calculated from the date of acquisition to the disposition date, and (v) such other information as the Companion Loan Holders, the Trustee or the Certificate Administrator may reasonably request.

(g) The Servicer shall prepare and file on a timely basis the reports of foreclosures and abandonments of the Property required by Section 6050J of the Code and the reports of discharges of indebtedness income in respect of the Mortgage Loan required by Section 6050P of the Code.

3.16 Sale of the Mortgage Loan.

(a) (i) Within 60 days after the occurrence of a Special Servicing Loan Event, the Special Servicer shall use reasonable efforts to order (but shall not be required to be received within that 60-day period) an Appraisal for each Property then securing the Mortgage Loan. The Servicer shall promptly notify in writing the Special Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders, any applicable Consenting Party and any applicable Consulting Party of the occurrence of such Special Servicing Loan Event, and the Special Servicer

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shall, within the time period specified in any related mezzanine intercreditor agreement, but in any event no later than five Business Days after receipt of such notice, notify any related mezzanine lender of the occurrence of such Special Servicing Loan Event, which notice may result in the trigger of such mezzanine lender’s purchase option rights under the related mezzanine intercreditor agreement. Upon receipt by the Special Servicer of the notice described in the preceding sentence, subject to the right of any related mezzanine lender to purchase the Mortgage Loan pursuant to the related mezzanine intercreditor agreement, if any, the Special Servicer may offer to sell to any Person the Mortgage Loan or the Special Servicer (or an affiliate thereof) may offer to purchase the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory arrangements can be made for collection of delinquent payments thereon and such a sale would be in the best economic interests of the Trust and the Companion Loan Holders (as a collective whole, as if the Trust and the Companion Loan Holders constituted a single lender) on a net present value basis. The Special Servicer shall provide the Companion Loan Holders, the Trustee, the Certificate Administrator, any applicable Consenting Party and any applicable Consulting Party not less than 5 Business Days prior written notice of its intention to sell the Mortgage Loan, in which case the Special Servicer is required to accept the highest cash offer received from any Person (other than any Interested Person) for the Mortgage Loan in an amount at least equal to the Repurchase Price or, if it has received no offer at least equal to the Repurchase Price, the Special Servicer may, at its option, purchase the Mortgage Loan at such Repurchase Price. Any Appraisal obtained pursuant to this Section 3.16 will be delivered by the Special Servicer to the Certificate Administrator in electronic format, and the Certificate Administrator shall make such Appraisal available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) and shall forward a copy thereof to the Trustee. The Companion Loans shall be sold together with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement.

(ii) In the absence of any offer at least equal to the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan) (or purchase by the Special Servicer for the Repurchase Price (calculated based on the Mortgage Loan instead of the Trust Loan)), and provided that the Mortgage Loan is in default, the Special Servicer shall accept the highest cash offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage Loan, if the highest offeror is a person other than the Depositor, the Servicer, the Certificate Administrator, the Special Servicer (or any of its affiliates), a holder of 50% or more of the Controlling Class, the Controlling Class Representative (or any of its Affiliates), a Risk Retention Consultation Party, any Borrower Restricted Party, the Property Managers, any independent contractor engaged by the Special Servicer, a holder of any related mezzanine loan, any Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by the special servicer) or the trustee for an Other Securitization Trust, any Companion Loan Holder or representative thereof (except to the extent described below) or any known affiliate of any of them (any such person, an “Interested Person”). The Trustee (based upon, among other things, the Appraisals ordered pursuant to the preceding paragraph (the cost of which shall be paid by the Servicer as a Property Protection Advance) and copied or otherwise delivered to the Trustee) shall determine if the highest cash offer is a fair price if the highest offeror is an Interested Person, and such determination shall be binding upon all parties. Notwithstanding anything contained herein to the contrary, if the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price, the Trustee

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may (at its option and at the expense of the Trust) designate an independent third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for the Mortgage Loan. If the Trustee designates such a third party to make such determination, the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third party pursuant to this paragraph and all reasonable costs and fees of the Trustee in making such determination shall be reimbursable to it first, by the Servicer as an Advance, subject to the Servicer’s or the Special Servicer’s determination that such amounts are not Nonrecoverable Advances, and then from the Collection Account as an expense of the Trust. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for or purchase the Mortgage Loan.

(iii) The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance with Accepted Servicing Practices, that the rejection of such offer would be in the best interests of the Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and Companion Loan Holders constituted a single lender). 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 Trust Interest Owners and the Companion Loan Holders (as a collective whole as if such Trust Interest Owners and the Companion Loan Holders constituted a single lender) (for example, if the prospective buyer making the lower offer is more likely to perform its obligations, or the terms offered by the prospective buyer making the lower offer are more favorable), provided that the offeror is not the Special Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use reasonable efforts consistent with Accepted Servicing Practices to sell the Mortgage Loan prior to the latest Rated Final Distribution Date.

(iv) Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue such other resolution strategies with respect to the Mortgage Loan, including, without limitation, work-out and foreclosure, as the Special Servicer may deem appropriate, consistent with the Asset Status Report and Accepted Servicing Practices and the REMIC Provisions.

(v) Any sale of the Trust Loan shall be subject to any applicable consent and/or consultation rights of any applicable Consenting Party and any applicable Consulting Party set forth in Section 9.3.

(b) The right of the Special Servicer to purchase or sell the Mortgage Loan after the occurrence of a Special Servicing Loan Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of the Mortgage Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further force or effect) if (1) 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

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Mortgage Loan has become subject to a fully executed agreement reflecting the terms of the work-out arrangement or (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted pay-off) or (2) any related mezzanine lender has exercised its purchase option set forth in the related mezzanine intercreditor agreement.

(d) Notwithstanding anything to the contrary herein, the Special Servicer shall not sell the Mortgage Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder as and to the extent required under the Co-Lender Agreement. The Controlling Class Representative and each Companion Loan Holder (or its representative) shall be permitted to make offers to purchase, and any such party is permitted to be the purchaser at any sale of, the Mortgage Loan, unless such person is the Borrower or an agent or an affiliate of the Borrower.

3.17 Servicing Compensation. (a) The Servicer shall be entitled to receive the Servicing Fee with respect to the Trust Loan, the Companion Loans and any REO Trust Loan and REO Companion Loans payable monthly from the Collection Account or otherwise in accordance with and subject to Section 3.4(c). The Servicer shall be entitled to retain as compensation any late payment charges (to the extent remaining after application pursuant to Section 3.17(b)) and certain other customary charges and fees to the extent described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Servicer if such expenses were incurred by the Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Servicer including but not limited to those which may properly be allocable under the Servicer’s accounting system or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer Customary Expenses”). So long as no Special Servicing Loan Event has occurred and is continuing, the Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Borrower for such purpose, any late payment fees (including any late payment fees collected after the occurrence of a Special Servicing Loan Event but accrued prior to such Special Servicing Loan Event) (to the extent remaining after application pursuant to Section 3.17(b)), Default Interest accrued prior to a Special Servicing Loan Event (to the extent remaining after application pursuant to Section 3.17(b)), assumption fees, assumption application fees, release fees, Modification Fees, insufficient fund fees, Consent Fees, defeasance fees, loan service transaction fees and similar fees and expenses to the extent, with respect to any such amounts, collected and allocated to such amounts as permitted by (or not otherwise prohibited by) the terms of the Mortgage Loan Documents and this Agreement; provided, that, in the absence of a Special Servicing Loan Event, if consent of the Special Servicer is required, the Servicer and Special Servicer shall share the related fees, including assumption fees (but not including assumption application fees), release fees, Modification Fees and Consent Fees, equally; provided, however, that the Servicer shall not be entitled to apply or retain any Default Interest or any late payment charges with respect to the Mortgage Loan, if a default thereunder or Mortgage Loan Event of

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Default is continuing, unless and until such default or Mortgage Loan Event of Default has been cured and all delinquent amounts (including any Default Interest) due with respect to the Mortgage Loan have been paid and all interest on Advances and Companion Loan Advances has been paid and all Trust Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees) have been reimbursed. In addition, the Servicer shall be entitled to retain as additional compensation any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Collection Account, the Cash Management Account (to the extent not payable to the Borrower) and any Reserve Accounts (to the extent not payable to the Borrower) to the extent provided for in this Agreement.

KeyBank National Association and any successor holder of the Excess Servicing Fee Right shall be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Right in whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit T-1 to this Agreement, and (iii) the prospective transferee shall have delivered to KeyBank National Association and the Depositor a certificate substantially in the form attached as Exhibit T-2 to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator or the Certificate Registrar is obligated to register or qualify the Excess Servicing Fee Right under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment of the Excess Servicing Fee Right without registration or qualification. KeyBank National Association and each holder of the Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other assignment of the Excess Servicing Fee Right shall, and KeyBank National Association hereby agrees, and each such holder of the Excess Servicing Fee Right by its acceptance of the Excess Servicing Fee Right shall be deemed to have agreed, in connection with any transfer of the Excess Servicing Fee Right effected by such Person, to indemnify the Trust Interest Owners, the Trust, the Depositor, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian, the Servicer, the Certificate Registrar and the Special Servicer against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph. By its acceptance of the Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose any information received in connection with its acquisition and holding of the Excess Servicing Fee Right in any manner that could result in a violation of any provision of the Securities Act or other applicable securities laws or that would require registration of the Excess Servicing Fee Right or any Trust Interest pursuant to the Securities Act. From time to time following any transfer, sale, pledge or assignment of the Excess Servicing Fee Right, the Person then acting as the Servicer shall pay, out of each amount paid to such Servicer as Servicing Fees with respect to the Mortgage Loan (including as an REO Mortgage Loan), the Excess Servicing Fees to the holder of the Excess Servicing Fee Right within one (1) Business Day following the payment of such Servicing Fees to the Servicer, in each case in

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accordance with payment instructions provided by such holder in writing to the Servicer. The holder of the Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator, the Certificate Registrar, the Depositor, the Special Servicer, the Trustee or the Custodian shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.

If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special Servicing Fee with respect to the Mortgage Loan or an REO Mortgage Loan for so long as such Special Servicing Loan Event continues (subject to a maximum amount of $250,000 payable in any year) as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the expenses of any sub-servicer that would not be reimbursable to the Special Servicer if such expenses were incurred by the Special Servicer; (ii) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection with the obligations of the Special Servicer hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the 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 (other than Default Interest, Monthly Additional Interest Amounts, Accrued Interest and Accrued and Deferred Principal) made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does not occur; provided, that in no event shall the Work-out Fee payable in respect of the Mortgage Loan or Foreclosed Property exceed $2,500,000.

If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into with respect to the Specially Serviced Mortgage Loan and before the Special Servicing Loan Event is terminated, the terminated or resigning Special Servicer shall retain the right to receive any and all Work-out Fees on all payments of principal and interest (other than Default Interest) made on the Mortgage Loan following such written agreement (negotiated by such Special Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur and the successor Special Servicer shall have no rights with respect to such Work-out Fee. No Work-out Fee shall be payable to the Special Servicer if any related mezzanine lender purchases the Mortgage Loan pursuant to the related mezzanine intercreditor agreement or similar agreement or any Loan Seller repurchases its Loan Seller Percentage Interest in the Trust Loan or makes a Loss of Value Payment pursuant to the related Trust Loan Purchase Agreement. However, a Liquidation Fee may be payable with respect to such events subject to the provisions below.

In addition, the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Mortgage Loan), whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted pay-off or other

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liquidation of the Mortgage Loan or any Foreclosed Property, as to which the Special Servicer receives Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds; provided, that in no event shall the Liquidation Fee payable in respect of the Mortgage Loan or Foreclosed Property exceed $2,500,000; and provided, further, that no Liquidation Fee shall be payable in connection with the circumstances described in clauses (i) through (v) of the definition of “Liquidation Fee.” The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds.

Each of the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a).

During the continuance of a Special Servicing Loan Event, the Special Servicer shall also be entitled to retain as Additional Servicing Compensation, to the extent actually paid by the Borrower for such purpose, any late payment fees (to the extent remaining after application pursuant to Section 3.17(b)), Default Interest accrued upon and after such Special Servicing Loan Event (to the extent remaining after application pursuant to and Section 3.17(b)), assumption fees, assumption application fees, Consent Fees, release fees, Modification Fees, loan service transaction fees, amounts for checks returned for insufficient funds which checks were deposited in the Foreclosed Property Account and similar fees and expenses to the extent, with respect to any such amounts, collected (to the extent permitted by (or not otherwise prohibited by) and allocated to such amounts in accordance with the terms of the Mortgage Loan Documents or this Agreement, and any income earned (net of losses to the extent provided in this Agreement) on the investment of funds deposited in the Foreclosed Property Account to the extent provided in this Agreement and if the Special Servicer’s consent is required on any action related to the Mortgage Loan prior to a Special Servicing Loan Event, then the Servicer and the Special Servicer will equally share the related fees, including assumption fees (but not assumption application fees), release fees, Modification Fees and Consent Fees.

Notwithstanding anything herein to the contrary, with respect to any amount collected in a Collection Period, the Special Servicer shall only be entitled to receive a Work-out Fee or a Liquidation Fee, but not both. Further notwithstanding anything herein to the contrary, all Liquidation Fees and Work-out Fees payable with respect to the Mortgage Loan or the Properties shall be offset by any Modification Fees collected or earned by the Special Servicer with respect to the Mortgage Loan in connection with any modification, restructure, extension, waiver, amendment or work-out of the Mortgage Loan, but only to the extent those fees have not previously been deducted from a Work-out Fee or Liquidation Fee.

If the Special Servicer is terminated without cause, and it commenced the process of liquidation of any Property or any Foreclosed Property or the liquidation of the Mortgage Loan (including, without limitation, all or any portion thereof that constitutes an REO Loan), the Special Servicer will receive a portion of any Liquidation Fee that becomes payable with respect to the Mortgage Loan or such Property or Foreclosed Property that was being administered by the Special Servicer at the time of such termination. The terminated Special Servicer and the successor Special Servicer will apportion the Liquidation Fee between themselves in a manner that reflects their relative contributions in earning the Liquidation Fee, provided, that if the terminated Special Servicer and the successor Special Servicer cannot agree on an apportionment of the Liquidation Fee, the Liquidation Fee will be apportioned on the basis of the number of months the terminated

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Special Servicer and the successor Special Servicer administered the Mortgage Loan over a period commencing on the date of the Special Servicing Loan Event and ending on the date of the final liquidation of the Mortgage Loan or such Property or Foreclosed Property.

For the avoidance of doubt, with respect to any of the foregoing fees that is required to be shared between the Servicer and the Special Servicer pursuant to the terms of this Agreement, the Servicer and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to charge its respective portion of such fee; provided that (without the consent of the affected party) (A) neither the Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part of the other party’s portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the Servicer had charged a fee and the Servicer shall not be entitled to any of such fee charged by the Special Servicer. The foregoing provisions of this paragraph shall only apply to the Mortgage Loan so long as it is not a Specially Serviced Mortgage Loan and, subject to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of any fee payable by the Borrower with respect to the Specially Serviced Mortgage Loan

The Servicer and the Special Servicer shall use efforts consistent with Accepted Servicing Practices to collect from the Borrower the amount of any fees and other expenses payable by the Borrower under the Mortgage Loan Documents, including, without limitation, Borrower Reimbursable Trust Fund Expenses, including exercising all remedies available under the Mortgage Loan Documents that would be in accordance with Accepted Servicing Practices.

Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust by the Borrower Related Parties (to the extent the Borrower Related Parties are required to do so under the Mortgage Loan Agreement); (ii) failure of the Borrower Related Parties to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii) or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly described herein as an expense of the Trust or as an Advance.

Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right to receive all or any portion of the servicing compensation (or the Special Servicer’s right to receive all or any portion of the Special Servicing Fee) or the Servicer’s rights to 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.

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The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration (including, without limitation, in the form of commissions, brokerage fees or rebates) from any Person (including, without limitation, the Trust, the Borrower, the Property Managers, the Borrower Sponsors in respect of the Trust Loan or the Companion Loans and any purchaser of the Trust Loan, any Companion Loan or any Foreclosed Property) in connection with the disposition, work-out or foreclosure of the Mortgage Loan, the management or disposition of any Foreclosed Property or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this Section 3.17; provided that such prohibition will not apply to the Permitted Special Servicer/Affiliate Fees.

(b) In determining the compensation of the Servicer or the Special Servicer, as applicable, with respect to Default Interest and late payment charges, on any Distribution Date, the aggregate Default Interest and late payment charges actually collected on the Mortgage Loan during the related Collection Period shall be applied (in such order) to reimburse (i) the Servicer and the Trustee for all Advances (other than Nonrecoverable 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 (to the extent not needed for the repair or restoration of the Property) and other collections on the Mortgage Loan, (ii) the Servicer and the Trustee for unpaid interest on such Advances at the Advance Interest Rate, and any Other Securitization Trust for any interest on Companion Loan Advances in accordance with the related Other Pooling and Servicing Agreement, and (iii) the Trust for all Trust Fund Expenses (including Special Servicing Fees, Work-out Fees and Liquidation Fees). Default Interest and late payment charges remaining after such reimbursements shall be distributed to the Servicer, if and to the extent accrued on the Mortgage Loan for so long as no Special Servicing Loan Event is continuing, and to the Special Servicer, if and to the extent accrued on the Mortgage Loan during a Special Servicing Loan Event. Any Default Interest or late payment charges paid or payable as Additional Servicing Compensation to the Servicer and the Special Servicer shall be distributed between the Servicer and the Special Servicer, on a pro rata basis, based on the Servicer’s and the Special Servicer’s respective entitlements to such compensation described in the previous sentence.

3.18 Reports to the Certificate Administrator; Account Statements. (a) The Servicer shall prepare, or cause to be prepared, and deliver to the Certificate Administrator, in an electronic format reasonably acceptable to the Certificate Administrator, consistent with Accepted Servicing Practices, not later than (i) 5:00 p.m. (New York time) two (2) Business Days prior to each Distribution Date, the CREFC^® Loan Periodic Update File and (ii) 2:00 p.m. (New York time) on the Remittance Date, the remaining CREFC^® Reports (except the CREFC^® Bond Level File, the CREFC^® Collateral Summary File, the CREFC^® Special Servicer Loan File, the CREFC^® Special Servicer Property File, the CREFC^® Operating Statement Analysis Report and the CREFC^® NOI Adjustment Worksheet). In connection with the preparation of its CREFC^® Reports, the Servicer shall provide the Certificate Administrator with the CREFC^® Licensing Fee Rate and the amount of CREFC^® Licensing Fee paid to CREFC^® for the related Distribution Date for inclusion in the Distribution Date Statement.

The CREFC^® Operating Statement Analysis Report and the CREFC^® NOI Adjustment Worksheet shall be prepared by the Servicer (with respect to a Performing Mortgage

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Loan) or the Special Servicer (with respect to a Specially Serviced Mortgage Loan and any Foreclosed Property) and provided or made available by the Special Servicer to the Servicer (in the case of any CREFC^® Operating Statement Analysis Report and the CREFC^® NOI Adjustment Worksheet relating to a Specially Serviced Mortgage Loan or any Foreclosed Property) and made available to the Certificate Administrator by the Servicer (to the extent prepared by and received from the Special Servicer in the case of any CREFC^® Operating Statement Analysis Report and the CREFC^® NOI Adjustment Worksheet relating to the Specially Serviced Mortgage Loan or any Foreclosed Property) on the Servicer’s Internet website (xxx.xxxxxxx.xxx/xxx0xxx), on a quarterly and annual basis (commencing with the quarter ending September 30, 2020 and year ending December 31, 2020, each within 60 days after receipt by the Servicer or the Special Servicer, as applicable), within 60 days after receipt by the Servicer or the Special Servicer, as applicable, of the financial statements, operating statements, rent rolls, or other information required to prepare (or, if previously prepared, update) the CREFC^® Operating Statement Analysis Report and the CREFC^® NOI Adjustment Worksheet, but shall not be deemed to have been received by the Certificate Administrator until such time as it is actually received; provided, however, that, with respect to each CREFC^® Operating Statement Analysis Report only, any analysis or report with respect to the first calendar quarter of each year shall not be required to the extent provided in the then current applicable CREFC^® guidelines.

The Servicer shall furnish to the Certificate Administrator in electronic format the CREFC^® Reports produced by it pursuant to this Agreement not later than the time period specified in this Section 3.18(a), and the Certificate Administrator shall, in turn, deliver such CREFC^® Reports to the 17g-5 Information Provider (who shall promptly post the same to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)).

(b) The Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer by the Borrower Related Parties pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer, Loan Sellers or Depositor pursuant to this Agreement. None of the Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be responsible for the completeness or accuracy of the information provided by any other Person (except that the Servicer shall use efforts consistent with Accepted Servicing Practices to correct patent errors).

(c) The Servicer shall provide to the Certificate Administrator (or, if a Specially Serviced Loan is involved, the Special Servicer shall provide to the Servicer who shall in turn provide, to the extent received from the Special Servicer, the same to the Certificate Administrator) (and the Servicer shall make available through the Servicer’s Website in accordance with Section 8.14(c)) electronic copies of any and all financial information (including, without limitation, rent rolls, financial statements, financial reports, operating statements, balance sheets, statements of cash flow, profit and loss statements and operating budgets) and other periodic Property reports it receives from the Borrower pursuant to the Mortgage Loan Agreement, in each case in a format reasonably acceptable to the recipient and provider of the information and within a reasonable period of time after so received and only to the extent so received. With respect to the approval of an accounting firm pursuant to Section 5.1.11(b)(i) of the Mortgage Loan Agreement, the Servicer or Special Servicer, as applicable, shall require that the applicable financial statements be audited by a nationally recognized accounting firm.

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(d) The Servicer or Special Servicer, as applicable, shall deliver to each Companion Loan Holder all reports and other information that it is delivering to the Certificate Administrator pursuant to this Section 3.18, with each such delivery to be made concurrently with the corresponding delivery to the Certificate Administrator (but, in the case of the CREFC^® Reports referenced in the first paragraph of Section 3.18(a), no later than the Remittance Date for the applicable Companion Loan).

(e) With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Certificate Administrator, without charge and within two (2) Business Days following the related Determination Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during the related Collection Period; provided, that no such report shall be due in any month during which no Disclosable Special Servicer Fees were received.

3.19 Annual Statement as to Compliance. On or before March 1 of each year, commencing in 2021, the Servicer and the Special Servicer, each at its own expense, shall furnish (and each such party shall with respect to each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loan, cause such Servicing Function Participant to furnish) to the Trustee, the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)), the Depositor and Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)) (in each case in an electronic format reasonably acceptable to such person) a report on an assessment of compliance with the Applicable Servicing Criteria that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Applicable Servicing Criteria, (B) a statement that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing Criteria to assess compliance with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of and for the period ending the end of the most recent fiscal year, including, if there has been any material instance of noncompliance with the Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 3.19 shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator by posting such Compliance Report to the Certificate Administrator’s Website pursuant to Section 8.14(b). For the avoidance of doubt, neither the Trustee nor the Certificate Administrator shall have any obligation or duty to determine whether any such report on assessment of compliance is in form and substance in compliance with the requirements of Regulation AB.

No later than 30 days after the end of each fiscal year for the Trust, the Servicer and the Special Servicer shall notify the Certificate Administrator and the Depositor as to the name of each Servicing Function Participant utilized by it, in each case, and each such notice shall specify what specific Servicing Criteria shall be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Servicer and the Special Servicer submit their assessments to the Certificate Administrator, such parties, as applicable, shall

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also at such time include the assessment (and related attestation pursuant to Section 3.20) of each Servicing Function Participant engaged by it.

In the event the Servicer or the Special Servicer is terminated or resigns pursuant to the terms of this Agreement, such party shall provide, and each such party shall cause any Servicing Function Participant engaged by it to provide (and the Servicer and the Special Servicer shall, with respect to any Servicing Function Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant to provide) an annual assessment of compliance pursuant to this Section 3.19, coupled with an attestation as required in Section 3.20 in respect to the period of time that the Servicer or the Special Servicer was subject to this Agreement or the period of time that the Servicing Function Participant was subject to such other servicing agreement.

On or before March 1 of each year, commencing in 2021, each of the Servicer and the Special Servicer, each at its own expense, shall furnish (and each party shall with respect to each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loan (to the extent the same would have been required by Item 1108(a)(2)(i)-(iii) of Regulation AB if the Trust and the securitization transaction contemplated by this Agreement were required to comply with Regulation AB), cause such Servicing Function Participant to furnish) to the Trustee, the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)), the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)) and the Depositor (in electronic format reasonably acceptable to each such Person), an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Person’s activities during the preceding calendar year or portion thereof and of such Person’s performance under this Agreement, or the applicable sub-servicing agreement, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge, based on such review, such Person has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement, in all material respects throughout such calendar year or portion thereof, or, if there has been a failure to fulfill any such obligation in any material respect, specifying each such failure known to such officer and the nature and status thereof. The obligations of each Person under this Section apply to each such Person that serviced the Mortgage Loan during the applicable period, whether or not the Person is acting in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s Certificates delivered pursuant to this Section 3.19 shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator posting such Compliance Report to the Certificate Administrator’s Website pursuant to Section 8.14(b). For the avoidance of doubt, neither the Trustee nor the Certificate Administrator shall have any obligation or duty to determine whether any such report on assessment of compliance is in form and substance in compliance with the requirements of Regulation AB.

3.20 Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in 2021, the Servicer and the Special Servicer, each at its own expense, shall cause (and the Servicer and the Special Servicer shall, with respect to each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loan, cause them to cause) a registered public accounting firm (which may also render other services to the Servicer, the Special Servicer or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants

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to furnish a report to the Depositor, the Trustee, the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)) and the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) (in electronic format reasonably acceptable to each such Person), to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance with the Applicable Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Each accountant’s attestation report required hereunder shall be made in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report shall be available for general use and not contain restricted use language. Copies of all statements delivered pursuant to this Section 3.20 shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator posting such statement to the Certificate Administrator’s Website pursuant to Section 8.14(b).

3.21 Access to Certain Documentation Regarding the Mortgage Loan and Other Information.

(a) The Certificate Administrator shall make or cause to be made available at its applicable Corporate Trust Office, or at the office of a Custodian, upon reasonable advance notice and during normal business hours, for review by Non-Restricted Privileged Persons (or, solely in the case of the Distribution Date Statement, all Privileged Persons), originals or copies of, among other things, the following items, to the extent provided to and in the possession of the Certificate Administrator or the Trustee (or a Custodian on its behalf), as applicable (except to the extent not permitted by applicable law or under any of the Mortgage Loan Documents), (i) this Agreement, each sub-servicing agreement delivered to the Certificate Administrator after the Closing Date, the Trust Loan Purchase Agreements and any amendments and exhibits thereto, (ii) all Distribution Date Statements prepared by, and all CREFC^® Reports prepared by or delivered to, the Certificate Administrator, as applicable, (iii) all annual officers’ certificates and accountant’s reports required to be delivered by the Borrower to the Servicer and by the Servicer to the Special Servicer, the Trustee and the Certificate Administrator since the Closing Date regarding compliance with the relevant agreements, (iv) the most recent property inspection report prepared by or on behalf of the Servicer or Special Servicer, as applicable, in respect of the each Property, (v) the most recent operating statements, if any, collected by or on behalf of the Servicer with respect to the Property, (vi) the Mortgage Loan Documents and any and all modifications, waivers or amendments of the terms of any of the Mortgage Loan Documents entered into by the Servicer or Special Servicer, as applicable, and delivered to the Certificate Administrator (or a Custodian on its behalf), (vii) any and all Officer’s Certificates and other evidence delivered to the Trustee and the Certificate Administrator to support the determination of the Servicer, the Special Servicer or the Trustee, as applicable, that any Advance was, or if made would be, a Nonrecoverable Advance, (viii) the reports to be furnished by the Borrower, (ix) any and all notices and reports delivered to the Certificate Administrator with respect to the Properties as to

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which the environmental testing revealed environmental issues, (x) the summary of any Final Asset Status Report delivered to the Certificate Administrator, (xi) the annual, quarterly and monthly operating statements, if any collected by or on behalf of the Servicer or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Property, (xii) notices of all Servicer or Special Servicer terminations or resignations (and appointments of successors to the Servicer or the Special Servicer), and (xiii) the Offering Circular. Copies of any and all of the foregoing items shall be available (i) on the Certificate Administrator’s Website or (ii) to the extent not available at the Certificate Administrator’s Website or otherwise made available electronically, at the Corporate Trust Office of the Certificate Administrator or at the offices of the Custodian, as applicable, upon written request; provided, however, the Certificate Administrator or the Custodian, as applicable, shall be permitted to require payment of a sum sufficient to cover reasonable costs and expenses of providing such copies.

(b) Certain information concerning the Mortgage Loan and the Certificates (such as the Distribution Date Statements and the CREFC^® Reports) shall be provided by the Certificate Administrator to third parties (including, but not limited to, Bloomberg, L.P., Xxxxx, LLC, Intex Solutions, Inc., XXXX.xxx, Inc., Markit Group Limited and BlackRock Financial Management, Inc.) with the consent of the Depositor and providing such information shall not constitute a breach of this Agreement by the Certificate Administrator. The Depositor hereby consents to such provision of information by the Certificate Administrator.

(c) Upon request of the Depositor or the Rating Agencies, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any additional information requested by the Depositor or the Rating Agencies to the extent such information is delivered to the 17g-5 Information Provider electronically in a format acceptable to the 17g-5 Information Provider in accordance with Section 8.14(b). In no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.

3.22 Inspections. The Servicer shall inspect or cause to be inspected the Properties not less frequently than once each year commencing in 2021, so long as a Special Servicing Loan Event is not then continuing. The Special Servicer shall inspect or cause to be inspected the Properties as soon as practicable following the occurrence of a Special Servicing Loan Event and annually for so long as a Special Servicing Loan Event is continuing. The Servicer or the Special Servicer, as applicable, shall further inspect, or cause to be inspected, any Property whenever it receives information that such Property has been materially damaged, left vacant, or abandoned, or if waste is being committed thereto. All such inspections shall be performed in such manner as shall be consistent with Accepted Servicing Practices. The cost of the annual inspections referred to in the first sentence of this paragraph performed by the Servicer shall be an expense of the Servicer. The cost of all additional inspections performed by the Servicer and all inspections, including any annual inspection, performed by the Special Servicer, shall be paid by the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance (and, in such case, as an expense of the Trust). The Servicer or the Special Servicer, as the case may be, shall prepare a written report of inspection and deliver it to the Certificate Administrator in electronic format reasonably acceptable to the Certificate Administrator and to the Companion Loan Holders in electronic format reasonably acceptable to

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the Companion Loan Holders. The Certificate Administrator shall post such report on the Certificate Administrator’s Website pursuant to Section 8.14(b).

3.23 Advances. (a) In the event that all or any portion of a Monthly Debt Service Payment Amount (or an Assumed Monthly Interest Payment, as applicable) representing interest due or deemed due on the Trust Loan (including, without limitation, all or any portion thereof that constitutes an REO Trust Loan) during any calendar month has not been received by the close of business on the Determination Date in such calendar month, then the Servicer, subject to its determination that such amounts (together with interest thereon at the Advance Interest Rate compounded annually) are not Nonrecoverable Advances (and the Special Servicer has not determined that such Advance would be a Nonrecoverable Advance), shall on the Remittance Date in such calendar month make an advance for remittance to the Certificate Administrator for deposit into the Distribution Account, in an amount equal to all or such portion of such Monthly Debt Service Payment Amount calculated at the Initial Interest Rate (or Assumed Monthly Interest Payment, as applicable) (in each case other than the principal portion of the Balloon Payment and net of the Servicing Fee which shall not be paid to the Servicer until funds are available in the Collection Account for payment of such fee) due or deemed due on the Trust Loan that was delinquent as of the close of business on the Determination Date in such calendar month; provided, that neither the Servicer nor any other party shall be entitled to interest accrued on the amount of any Monthly Interest Payment Advance with respect to the Trust Loan if the related Monthly Debt Service Payment Amount (or, if applicable, the Assumed Monthly Interest Payment) in respect of the Trust Loan is received by the Servicer or the Certificate Administrator, as applicable, by 2:00 p.m. (New York time) on the Remittance Date on which the Monthly Interest Payment Advance is to be made. The Servicer shall advance in respect of each Payment Date (or Assumed Payment Date) following a delinquency in the payment of the Balloon Payment of the Trust Loan or foreclosure (or acceptance of a deed-in-lieu of foreclosure or comparable conversion) of the Trust Loan not later than the related Remittance Date, to the Certificate Administrator for deposit in the Distribution Account, the amount of any Assumed Monthly Interest Payment deemed due with respect to the Trust Loan on such Payment Date (or Assumed Payment Date) (excluding the principal portion of the Balloon Payment and Default Interest). For the avoidance of doubt, in the event that the amount of interest on the Trust Loan is reduced as a result of any modification to the Trust Loan, any Monthly Interest Payment Advance made with respect to such modified Trust Loan shall be in such amounts as may be required as a result of such reduction. The Servicer shall maintain a record of each Monthly Interest Payment Advance it has made pursuant to this Section 3.23(a) on the Trust Loan and shall notify the Certificate Administrator thereof in the appropriate CREFC^® Reports in order to permit allocation thereof pursuant to Section 3.4 and Section 3.5. In the event that the Servicer does not remit any amounts required to be remitted to the Certificate Administrator on each Remittance Date (including any amounts required to be remitted pursuant to Section 3.5 and any required Monthly Interest Payment Advance) to the Certificate Administrator for deposit in the Distribution Account on the Remittance Date, the Servicer shall pay to the Certificate Administrator interest on such amounts at the federal funds rate for the period from and including the Remittance Date to but excluding the Distribution Date or, if earlier, the actual remittance date. The Servicer shall have no obligation to make any Monthly Interest Payment Advance for any Companion Loan.

At any time that an Appraisal Reduction Amount exists, the amount that would otherwise be required to be advanced by the Servicer in respect of delinquent payments of interest

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on the Trust Loan shall be reduced by multiplying such amount to be advanced by a fraction, the numerator of which is the then outstanding principal balance of the Trust Loan minus the portion of the Appraisal Reduction Amount allocable to the Trust Loan, and the denominator of which is the then outstanding principal balance of the Trust Loan.

The Certificate Administrator shall notify the Servicer and the Trustee by telephone and electronically if as of 3:00 p.m., New York City time, on the Remittance Date, if the Certificate Administrator has not received the amount of a Monthly Interest Payment Advance required pursuant to this Section 3.23(a). In addition, the Certificate Administrator shall notify the Trustee by telephone and electronically if as of 11:00 a.m., New York City time, on any Distribution Date if the Servicer has not made the Monthly Interest Payment Advance required to have been made on the related Remittance Date pursuant to this Section 3.23(a).

Notwithstanding the foregoing provisions of this Section 3.23(a) or any other contrary provisions of this Agreement, any portion of a Monthly Interest Payment Advance intended to cover the CREFC^® Licensing Fee shall be advanced directly to CREFC^® on the applicable Remittance Date.

If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring such Property Protection Advance.

(b) Subject to Section 3.23(e), the Servicer shall advance, regarding the Mortgage Loan for the benefit of the Trust Interest Owners and the Companion Loan Holders, to the extent it determines that such amount is recoverable (and the Special Servicer has not determined that such Advance would be a Nonrecoverable Advance), all customary and reasonable out-of-pocket costs and expenses incurred by the Servicer or the Special Servicer in the performance of its servicing obligations, including, but not limited, to the costs and expenses incurred in connection with (i) the preservation, restoration, operation and protection of the Properties which, in the Servicer’s sole discretion, exercised in accordance with Accepted Servicing Practices, are necessary to prevent an immediate or material loss to the Trust’s and the Companion Loan Holders’ interest in the Properties, (ii) the payment of (A) real estate taxes, assessments, and governmental charges that may be levied or assessed against any Borrower Related Party or any of its affiliates or the Properties or revenues therefrom or which become liens on any Property, (B) ground lease rents and other amounts required to be paid under ground leases, (C) Insurance Premiums and (D) the out-of-pocket costs and expenses of the Servicer or the Special Servicer, as applicable (including, without limitation, reasonable attorneys’ fees and expenses) to the extent not paid by or on behalf of the Borrower that are incurred in connection with certain Borrower requests pursuant to the Mortgage Loan Agreement, including regarding assumption of the Mortgage Loan or a release of any Property from the lien of the Mortgage, (iii) any enforcement or judicial proceedings, including foreclosures and including, but not limited to, court costs, reasonable attorneys’ fees and expenses and costs for third party experts, including Independent Appraisers, environmental and engineering consultants, (iv) the out-of-pocket costs and expenses of the Special Servicer with respect to annual inspections of the Properties and (v) the

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management, operation and liquidation of the Properties if the Properties are acquired by the Special Servicer or its affiliate in the name of the Trustee (collectively, “Property Protection Advances”). In addition, subject to Section 3.23(e), the Servicer shall make certain administrative advances (collectively, “Administrative Advances”) with respect to the Trust Loan for the benefit of the Trust Interest Owners, to the extent that (i) the Servicer determines that such advances are recoverable from collections on the Trust Loan (provided that the Special Servicer has not determined that such Advance would be a Nonrecoverable Advance), (ii) the items for which such advances are made would not otherwise be advanced by the Servicer as a Property Protection Advance pursuant to this Section 3.23(b), and (iii) the items for which such advances are to be made constitute unpaid Borrower Reimbursable Trust Fund Expenses (other than indemnification payments). For the avoidance of doubt, notwithstanding any other provision herein, the Servicer shall not be obligated to make any Administrative Advance or Property Protection Advance that it determines (and shall not be permitted to make any Administrative Advance or Property Protection Advance that the Special Servicer determines), together with interest thereon at the Advance Interest Rate compounded annually, would constitute a Nonrecoverable Advance if made. During the continuation of a Special Servicing Loan Event, the Special Servicer shall give the Servicer and the Trustee not less than five (5) Business Days’ written notice before the date on which the Servicer is requested to make any Property Protection Advance or Administrative Advance with respect to the Mortgage Loan, the Trust Loan or any Foreclosed Property, as applicable; 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 or Administrative Advance, as the case may be, would constitute a Nonrecoverable Advance. Subject to Section 6.3, notwithstanding anything herein to the contrary, if the Special Servicer requests that the Servicer make an Advance, the Servicer may conclusively rely on such request as evidence that such advance is not a Nonrecoverable Advance. The Servicer shall notify the Trustee in writing promptly upon, and in any event within one Business Day after, becoming aware that it will be unable to make any Property Protection Advance or Administrative Advance required to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Advance, the Person to whom it will be paid, and the circumstances and purpose of such Advance, and shall set forth therein information and instructions for the payment of such Advance. If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring such Property Protection Advance.

(c) To the extent the Servicer fails to make an Advance that it is required to make under this Agreement and upon knowledge of a Responsible Officer of the Trustee, the Trustee shall be required to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and the Trustee (pursuant to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this Agreement, and shall continue to apply after any modification or amendment of the Mortgage Loan pursuant to Section 3.24 hereof, beyond the Maturity Date of the Mortgage Loan if a payment default shall have occurred on such date and

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through any court appointed stay period or similar payment delay resulting from any insolvency of any Borrower Related Party or related bankruptcy, notwithstanding any other provision of this Agreement, other than the requirement of recoverability, and shall continue, subject to the requirement of recoverability, until the earlier of (i) the payment in full of all the Mortgage Loan and (ii) the date on which the applicable Property becomes liquidated.

(d) Subject to the proviso to the first sentence of Section 3.23(a), interest on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding at a rate of interest equal to the Advance Interest Rate for each such day (or the most recent day on which the Advance Interest Rate was reported, if not reported on such day) on the basis of a year of 360-days and the actual number of days elapsed in a month. Interest on the Advances, if unreimbursed, shall compound annually.

(e) Notwithstanding any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make an Advance only to the extent that the Servicer (in accordance with Accepted Servicing Practices) or the Trustee (based on reasonable business judgment) has determined that such Advance, together with interest thereon at the Advance Interest Rate compounded annually, would not constitute a Nonrecoverable Advance if made (and the Special Servicer has not determined in accordance with Accepted Servicing Practices that such an Advance would be a Nonrecoverable Advance if made), and each of the Servicer and the Trustee may conclusively rely on any determination by the Special Servicer (which determination shall be made by the Special Servicer in accordance with Accepted Servicing Practices) that any proposed Advance would, if made, be a Nonrecoverable Advance. In making such non-recoverability determination, the Servicer or the Special Servicer (in accordance with Accepted Servicing Practices) or the Trustee (based on reasonable business judgment), as applicable, shall be entitled to consider (among other things) the obligations of the Borrower under the terms of the Mortgage Loan as it may have been modified, to consider (among other things) the Properties in their respective “as-is” or then current conditions and occupancies, as modified by such party’s assumptions regarding the possibility and effects of future adverse change with respect to the Properties, to estimate and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries. The Trustee and the Servicer, in that order, shall be entitled to reimbursement for any such Advances from the Collection Account and shall obtain such reimbursement in accordance with Section 3.4(c). If the context requires, each reference to the reimbursement or payment of an Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Interest Rate, compounded annually, through the date of payment or reimbursement. If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring such Property Protection Advance.

(f) The determination by the Servicer or the Trustee, as applicable, that it has made a Nonrecoverable Advance or by the Servicer, the Special Servicer or the Trustee, as applicable, that any proposed Advance, if made, would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate to the Companion Loan Holders, the

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Certificate Administrator, the Servicer (if such determination is made by the Special Servicer or the Trustee, as applicable), the Trustee (if such determination is made by the Servicer or the Special Servicer, as applicable) in electronic format, and any applicable Consenting Party and Consulting Party, detailing the reasons for such determination with supporting documents attached. Such Officer’s Certificate shall be made available to any Non-Restricted Privileged Person by the Certificate Administrator or the 17g-5 Information Provider by posting such Officer’s Certificate to the Certificate Administrator’s Website or to the 17g-5 Information Provider’s Website, as applicable, pursuant to Section 8.14(b). The costs of any appraisals, reports or surveys and other information requested by the Servicer, the Special Servicer or the Trustee establishing an Advance as a Nonrecoverable Advance shall be treated as an expense of the Trust, payable from the Collection Account pursuant to Section 3.4(c), and shall constitute a Property Protection Advance or Administrative Advance, as applicable, if paid by the Servicer or the Trustee from its funds. The Servicer’s and the Special Servicer’s reasonable determination of nonrecoverability in accordance with the above provisions shall be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively thereupon. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination in its reasonable business judgment. If the Servicer and the Trustee do not make a Property Protection Advance because it would be a Nonrecoverable Advance, then the Servicer may, but is not required to, pay such amounts from the Collection Account as Trust Fund Expenses if consistent with Accepted Servicing Practices and, if the Servicer does not pay such amounts, the Special Servicer shall have no obligation to advance funds from its own funds to pay such Property Protection Advance or to perform the action requiring such Property Protection Advance.

(g) The Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to any Companion Loan, (ii) the Balloon Payment with respect to the Trust Loan or any Companion Loan (but are obligated to advance the related Assumed Monthly Interest Payment in accordance with the terms of this Agreement), (iii) any Default Interest, (iv) amounts required to cure any damages resulting from Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure of a Property to comply with any applicable law, including any Environmental Law, or (except in connection with the foreclosure or other acquisition of the Properties 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 either Property, (v) any losses arising with respect to defects in the title to the Properties, (vi) any costs of capital improvements to the Properties other than those necessary to prevent an immediate or material loss to the Trust’s interest in the Properties, (vii) Yield Maintenance Premiums, (viii) subordinated obligations, including any related mezzanine loans, (ix) any cure payments, or (x) any Monthly Additional Interest Amount, Accrued Interest or Accrued and Deferred Principal. The Servicer shall have no obligation to make any Administrative Advances with respect to any Companion Loan.

3.24 Modifications of Mortgage Loan Documents; Due on Sale; Due on Encumbrance. (a) The Servicer (if no Special Servicing Loan Event has occurred and is continuing) or the Special Servicer (during a Special Servicing Loan Event) each in accordance with Section 9.3 and this Section 3.24, may, subject to (1) the rights of any applicable Consenting Party and any applicable Consulting Party, (2) the rights of any Companion Loan Holders under the Co-Lender Agreement and (3) the rights of any related mezzanine lender under a related intercreditor agreement, modify, waive or amend any term of the Mortgage Loan if such modification, waiver or amendment (i) is

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consistent with Accepted Servicing Practices and (ii) does not either (A) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code or (B) constitute a “significant modification” of the Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b) (and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection with such determination). Neither the Servicer nor the Special Servicer shall enter into, or structure (including, without limitation, by way of the application of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval with respect to the Mortgage Loan in a manner that would be inconsistent with the allocation and payment priorities set forth in Section 1.3(a) hereof or in the Co-Lender Agreement. 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 seven (7) years prior to the Rated Final Distribution Date. With respect to any action as to which the Special Servicer’s consent is required under this Agreement (including any Major Decision), the Servicer shall obtain the consent of the Special Servicer who, in turn, shall obtain the consent of any applicable Consenting Party prior to granting its approval to the Servicer to take such action. After obtaining such approval, the Servicer shall be responsible for processing such action (if no Special Servicing Loan Event has occurred and is continuing).

(b) All modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent with Accepted Servicing Practices and the REMIC Provisions. The Servicer or the Special Servicer, as applicable, shall notify each other, the Depositor, the Trustee, the Certificate Administrator, any applicable Consenting Party, any applicable Consulting Party, the Companion Loan Holders and the Controlling Class Representative, in writing, of any modification, waiver or amendment of any term of the Mortgage Loan and the date thereof, and shall deliver to the Certificate Administrator or a Custodian on its behalf (with a copy to the Companion Loan Holders) an original recorded counterpart of the agreement relating to such modification, waiver or amendment within 10 Business Days following the execution and recordation thereof with a copy of such documentation to the Servicer or the Special Servicer, as applicable. In the event the Servicer or the Special Servicer, or a court of competent jurisdiction in connection with a work-out or proposed work-out of the Mortgage Loan, modifies the interest rate applicable to the Mortgage Loan, the adverse aggregate economic effect of the modification shall be applied to the Non-Retained Certificates (collectively), on the one hand, and the Combined VRR Interest, on the other hand, on a pro rata and pari passu basis, and (i) in the case of effects applied to the Non-Retained Certificates, such effects to be borne by the respective Classes thereof, in reverse order of seniority, and (ii) in the case of effects applied to the Combined VRR Interest, such effects to be allocated to the Class VRR Certificates and the Uncertificated VRR Interest, pro rata, based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.

(c) Any modification of the Mortgage Loan Documents that requires a Rating Agency Confirmation pursuant to the Mortgage Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining such Rating Agency Confirmation in the Mortgage Loan Documents, shall not be made without the Servicer’s or the Special Servicer’s, as applicable, first receipt of such Rating Agency Confirmation. Such Rating Agency Confirmation shall be obtained at the Borrower Related Parties’ expense in accordance with the Mortgage Loan Agreement or, if not so provided in the Mortgage Loan Agreement or if the Borrower Related Parties do not pay, at the expense of the Trust.

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(d) Prior to implementing any Major Decision under clauses (i) through (v), clause (xi)(A) (to the extent that the related agreement is modified in a manner materially adverse to the “Senior Lender,” “Mortgage Lender” or such other similar term as may be set forth therein) and clause (xiii) of the definition of “Major Decision,” the Servicer or the Special Servicer, as applicable, shall obtain a Rating Agency Confirmation from each Rating Agency.

(e) [Reserved]

(f) Notwithstanding the foregoing, the Servicer and (if a Special Servicing Loan Event is continuing) the Special Servicer may in accordance with Accepted Servicing Practices (but without any Rating Agency Confirmation or consent of any applicable Consenting Party) grant the Borrower’s request for consent to subject a Property to an easement, right-of-way or similar agreement for utilities, access, parking, public improvements or another similar purpose and may consent to subordination of the Mortgage Loan to such easement, right-of-way or similar agreement.

(g) As the Mortgage Loan contains provisions in the nature of a “due-on-sale” clause, which by its terms: (i) provides that the Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in a Property or equity interests in the Borrower or certain principals of the Borrower except when certain conditions are met; or (ii) provides that, except when certain conditions are met, the Mortgage Loan may not be assumed without the consent of the mortgagee in connection with any such sale or other transfer, neither the Servicer nor the Special Servicer, on behalf of the Trustee as the mortgagee of record on behalf of the Trust, shall (A) fail to exercise any right it may have with respect to the Mortgage Loan (1) to accelerate the payments thereon or (2) to withhold its consent to any sale or transfer, consistent with the Accepted Servicing Practices or (B) waive any right to exercise such rights, unless, (x) with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), the Servicer has obtained the prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after the ten Business Day review period of any applicable Consenting Party (or, with respect to such ten Business Day period, such longer period as required by any related mezzanine intercreditor agreement for review by any holder of a related mezzanine loan) after receipt (unless earlier objected to) by the Special Servicer from the Servicer of the Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer, or (y) prior to the Special Servicer, with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing Loan Event), itself taking such an action or, with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), consenting to such a proposed action of the Servicer, the Special Servicer has obtained, if there is an applicable Consenting Party, the prior written consent (or deemed consent) of such Consenting Party, which consent shall be deemed given ten Business Days (or, with respect to such ten Business Day period, such longer period as required by any related mezzanine intercreditor agreement for review by any holder of a related mezzanine loan) after receipt (unless earlier objected to) by such Consenting Party of the Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver together with such other information reasonably required by such Consenting Party.

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(h) As the Mortgage Loan contains provisions stating that the Mortgage Loan may not be assumed or transferred without the consent of the mortgagee, unless certain conditions are satisfied, the Special Servicer, with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing Loan Event) or the Servicer with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), as applicable, on behalf of the Trustee as the mortgagee of record on behalf of the Trust, shall determine in accordance with Accepted Servicing Practices whether such conditions have been satisfied.

(i) As the Mortgage Loan contains provisions in the nature of a “due-on- encumbrance” clause that by its terms: (i) provides that the Mortgage Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any additional lien or other encumbrance on a Property or equity interests in the Borrower or principals of the Borrower; or (ii) requires the consent of the mortgagee to the creation of any such additional lien or other encumbrance on the Property or equity interests in the Borrower or principals of the Borrower, neither the Servicer nor the Special Servicer, on behalf of the Trustee as the mortgagee of record, on behalf of the Trust, shall (A) fail to exercise any right it may have with respect to the Mortgage Loan (1) to accelerate the payments thereon or (2) to withhold its consent to the creation of any additional lien or other encumbrance, consistent with the Accepted Servicing Practices or (B) waive its right to exercise such rights, unless, (x) with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), the Servicer has obtained the prior written consent (or deemed consent) of the Special Servicer, which consent shall be deemed given five (5) Business Days after the ten Business Day review period of any applicable Consenting Party (or, with respect to such ten Business Day period, such longer period as required by any related mezzanine intercreditor agreement for review by any holder of a related mezzanine loan) after receipt (unless earlier objected to) by the Special Servicer from the Servicer of the Servicer’s written analysis and recommendation with respect to such waiver or exercise of such right together with such other information reasonably required by the Special Servicer, or (y) prior to the Special Servicer, with respect to the Mortgage Loan (during the occurrence and continuation of a Special Servicing Loan Event), itself taking such an action or, with respect to the Mortgage Loan (if no Special Servicing Loan Event has occurred and is continuing), consenting to such a proposed action of the Servicer, the Special Servicer has obtained, if there is an applicable Consenting Party, the prior written consent (or deemed consent) of such Consenting Party, which consent shall be deemed given ten Business Days (or, with respect to such ten Business Day period, such longer period as required by any related mezzanine intercreditor agreement for review by any holder of a related mezzanine loan) after receipt (unless earlier objected to) by such Consenting Party of the Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such waiver together with such other information reasonably required by such Consenting Party.

(j) Notwithstanding the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions of the Mortgage Loan unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Servicer has received (i) replacement collateral consisting of government securities within the meaning of Treasury Regulations Section 1.860G-2(a)(8)(ii), which satisfies the requirements of the Mortgage Loan Documents, in an amount sufficient to make all scheduled payments under the Mortgage Loan (or defeased portion thereof) when due, (ii) a certificate of an Independent certified public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments

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of interest and principal (including payments at maturity) on the Mortgage Loan (or defeased portion thereof) in compliance with the requirements of the terms of the Mortgage Loan Documents, (iii) one or more Opinions of Counsel (at the expense of the 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, a single purpose entity shall act as a successor mortgagor, if so required by the Rating Agencies, (v) to the extent permissible under the Mortgage Loan Documents, the Servicer shall use its reasonable efforts to require the 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 each Rating Agency.

(k) The parties hereto hereby acknowledge that the Co-Lender Agreement provides that (i) to the extent consistent with Accepted Servicing Practices (taking into account the extent to which the C Notes are junior to the B Notes, and the B Notes are junior to the A Notes pursuant to the Co-Lender Agreement): (w) no waiver, reduction or deferral of any particular amounts due on any of the A Notes (except for REMIC or grantor trust expenses, if applicable) will be effected prior to the waiver, reduction or deferral of the entire corresponding items in respect of the B Notes and the C Notes; (x) no waiver, reduction or deferral of any particular amounts due on any of the B Notes (except for REMIC or grantor trust expenses, if applicable) will be effected prior to the waiver, reduction or deferral of the entire corresponding item in respect of the C Notes; (y) no reduction of the Interest Rate of any of the A Notes shall be effected prior to the reduction of the Interest Rates of the B Notes and the C Notes, to the fullest extent possible; and (z) no reduction of the Interest Rate of any of the B Notes shall be effected prior to the reduction of the Interest Rate of the C Notes, to the fullest extent possible, and (ii) any of the actions referred to in the immediately preceding clauses (i)(w) through (i)(z) shall be effected (a) as among the A Notes, on a pro rata and pari passu basis (based on the relative principal balance of each such A Note), (b) as among the B Notes, on a pro rata and pari passu basis (based on the relative principal balance of each such B Note), and (c) as among the C Notes, on a pro rata and pari passu basis (based on the relative principal balance of each such C Note), in each case as regards the economic effects thereto. The parties hereto hereby further acknowledge that, in the event of a division of the B Notes into senior/junior tranches in accordance with clause (B) of the following paragraph, the Co-Lender Agreement will provide that (i) to the extent consistent with Accepted Servicing Practices (taking into account the extent to which the junior B Notes are junior to the senior B Notes pursuant to the Co-Lender Agreement): (x) no waiver, reduction or deferral of any particular amounts due on any of the senior B Notes (except for REMIC or grantor trust expenses, if applicable) will be effected prior to the waiver, reduction or deferral of the entire corresponding items in respect of the junior B Notes; and (y) no reduction of the Interest Rate of any of the senior B Notes shall be effected prior to the reduction of the Interest Rates of the junior B Notes, to the fullest extent possible; and (ii) any of the actions referred to in the immediately preceding clauses (i)(x) and (i)(y) shall be effected (a) as among the junior B Notes, on a pro rata and pari passu basis (based on the relative principal balance of each such junior B Note), and (b) as among the senior B Notes, on a pro rata and pari passu basis (based on the relative principal balance of each such senior B Note), in each case as regards the economic effects thereto.

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(l) Notwithstanding anything in this Agreement to the contrary, at the written direction of the Depositor, the other parties to this Agreement shall promptly take all actions reasonably necessary and appropriate to effectuate (A) a reallocation of principal between the A Notes and the B Notes or (B) a division of the B Notes into senior/junior tranches, i.e. the creation of senior B Notes and junior B Notes (or any similar designation), each in accordance with Section 35(b) of the Co-Lender Agreement, and the exchange of the Trust A Notes and Trust B Notes for the applicable Reallocated New Notes (as defined in the Co-Lender Agreement) issued in replacement thereof, including the execution and delivery of the Reallocated New Notes and any corresponding modifications of the Co-Lender Agreement, the Mortgage Loan Documents and this Agreement deemed necessary by the Depositor to effect the changes set forth in Section 35(b) of the Co-Lender Agreement, provided solely that the Depositor certifies in writing to the other parties to this Agreement that (i) the foregoing will not cause an Adverse REMIC Event or adversely affect the status of any Trust Note as a Qualified Mortgage and (ii) the conditions that are expressly required by Section 35(b) of the Co-Lender Agreement in connection with the foregoing are satisfied. No party to this Agreement shall be entitled to any fees, including Modification Fees, as a result of the modifications contemplated by this Section 3.24(l). Further notwithstanding anything in this Agreement to the contrary, in the case of a division of the B Notes into senior/junior tranches in accordance with the immediately preceding clause (B), all payments of principal allocated to the B Notes pursuant to any particular clause of Section 3(b) or Section 3(c) of the Co-Lender Agreement shall be allocated first, to the senior B Notes and then, to the junior B Notes, all payments of interest allocated to the B Notes pursuant to any particular clause of Section 3(b) or Section 3(c) of the Co-Lender Agreement shall be allocated first, to the senior B Notes and then, to the junior B Notes, and all expenses and losses relating to the Mortgage Loan and the Property (including without limitation losses of principal and interest, Property Protection Advances, Advance Interest amounts, Special Servicing Fees, Liquidation Fees and Workout Fees), Appraisal Reduction Amounts and certain other trust expenses, in each case to the extent allocated to the B Notes, shall be allocated first, to the junior B Notes and then, to the senior B Notes.

3.25 Servicer and Special Servicer May Own Certificates. The Servicer, the Special Servicer and any agent thereof in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights it would have if it were not the Servicer or the Special Servicer or such agent except as otherwise provided herein (including such restrictions on voting set forth in the definition of Certificateholder).

3.26 Notice of Mortgage Loan Event of Default to Companion Loan Holders. (a) The Servicer shall give notice of any Mortgage Loan Event of Default to the Companion Loan Holders and any related mezzanine lender promptly (and, in the event of the failure to make a related Monthly Debt Service Payment Amount on its scheduled Payment Date, such notice shall be given promptly following such related Payment Date) upon a Servicing Officer of the Servicer gaining actual knowledge of such default or Mortgage Loan Event of Default, as provided in the Co-Lender Agreement and any related mezzanine intercreditor agreement, respectively, whether or not the Servicer is obligated to give notice thereof to the Borrower Related Parties. The Servicer or the Special Servicer, as applicable, shall exercise the rights of the Trust as successor-in-interest to CREFI, BCREI, GACC and SGFC, each in its capacity as (i) the initial holders of the Trust Notes under the Co-Lender Agreement, and (ii) if applicable, a senior lender under any related mezzanine intercreditor agreement. The Servicer or the Special Servicer, as applicable, shall

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comply with and enforce the rights and perform the obligations of the Trust under the terms of the Co-Lender Agreement and any related mezzanine intercreditor agreement. The rights of the Trust and the Trust Interest Owners in and under the Trust Loan and the Mortgage Loan Documents shall be subject to the terms of the Co-Lender Agreement and any related mezzanine intercreditor agreement.

(b) The parties hereto acknowledge that the Mortgage Loan is subject to the terms and conditions of the Co-Lender Agreement and recognize the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders under the Co-Lender Agreement, including, without limitation: (i) with respect to the allocation of collections on or in respect of the Mortgage Loan, and making of remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with respect to the allocation of expenses and losses relating to the Mortgage Loan to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; and (iii) the consultation, consent and other rights of any Companion Loan Holder or its representative. The Servicer (if no Special Servicing Loan Event exists) or the Special Servicer (if a Special Servicing Loan Event exists or the Property has been converted to a Foreclosed Property) shall prepare and provide to any Companion Loan Holder (or its representative) all notices, reports, statements and communications to be delivered by the holder of the Trust Loan under the related Co-Lender Agreement, and shall perform all duties and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the holder of the Trust Loan pursuant to the related Co-Lender Agreement. Furthermore, to the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to the Co-Lender Agreement are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full. In the event of any conflict between this Agreement and the Co-Lender Agreement, the terms of the Co-Lender Agreement shall control.

(c) The Servicer shall maintain the Note register provided for in Section 18 of the Co-Lender Agreement and shall record the names and addresses of, and wire transfer instructions for, the holders of the Notes from time to time; provided that the Servicer need not maintain a separate Note register from the Note register, if any, maintained under the Mortgage Loan Agreement if the information in both registers would otherwise be identical. The Servicer shall, upon request, provide to any other party to this Agreement the then current information contained in such register.

(d) At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto have received written notice (which may be by email) thereof including contact information for the master servicer and special servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and, when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.

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3.27 Rating Agency Confirmation. (a) Notwithstanding the terms of any of the Mortgage Loan Documents or other provisions of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation or a written confirmation from a Rating Agency that any action thereunder or hereunder will not cause a downgrade, withdrawal or qualification of the then-current ratings on the Certificates as a condition precedent to such action, and if the party (the “Requesting Party”) required to obtain such Rating Agency Confirmation has (i) made a request to any Rating Agency for such Rating Agency Confirmation and (ii) within 10 Business Days of such request being posted on the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) such Requesting Party shall be required to promptly request the related Rating Agency Confirmation again, and (y) if there is no response to either such Rating Agency Confirmation request within 5 Business Days of such second request, then (1) with respect to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or any other matter under this Agreement relating to the servicing of the Mortgage Loan, the requirement to obtain Rating Agency Confirmation shall be considered not to apply with respect to such Rating Agency for such action at such time (as if such requirement did not exist for such matter at such time), other than such a requirement with respect to the replacement of the Servicer or Special Servicer, and (2) with respect to replacement of the Servicer or Special Servicer, such condition shall be deemed not to apply if (A) in the event Xxxxx’x is the non-responding Rating Agency, (I) the replacement servicer or special servicer has confirmed in writing that it was appointed to act, and as of the date of determination is acting, as the servicer or special servicer, as applicable, on a transaction level basis of a CMBS transaction with respect to which Moody’s rated one or more classes of securities and one or more of such classes of securities are still outstanding and rated by Moody’s and (II) Moody’s has not cited servicing concerns of the applicable replacement servicer or special servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other CMBS transaction serviced by the applicable servicer prior to the time of determination, and (B) in the event DBRS Morningstar is the non-responding Rating Agency, the replacement servicer or special servicer, as applicable, is currently acting as a servicer or special servicer, as applicable, on a transaction-level basis on a CMBS transaction currently rated by DBRS Morningstar that currently has securities outstanding and for which DBRS Morningstar has not cited servicing concerns of the replacement servicer or special servicer, as applicable, as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities rated by DBRS Morningstar in a commercial mortgage-backed securitization transaction rated by DBRS Morningstar and serviced by the applicable replacement servicer or special servicer, as applicable, prior to the time of determination.

Any Rating Agency Confirmation request made by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, pursuant to this Agreement, shall be made in writing (which may be in electronic form), which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, reasonably deems necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided (in electronic format reasonably

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acceptable to the 17g-5 Information Provider) to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b).

Promptly following the Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.27 following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or Special Servicer, as applicable, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b).

(b) Notwithstanding the terms of the related Mortgage Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with respect to any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and administration of the Mortgage Loan or any Foreclosed Property (the “Relevant Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Companion Loan Securities will be subject to, will be permitted to be waived by the Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Servicer or Special Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterpart (i.e., the master servicer or special servicer, as applicable), 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 at approximately the same time that the request for Rating Agency Confirmation with respect to the applicable Relevant Action is sent to the 17g-5 Information Provider, (ii) all materials forwarded to the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (iii) 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. The Servicer or the Special Servicer, as applicable, may (but is not obligated to) send the request for a Companion Loan Rating Agency Confirmation (and the related materials sent to the 17g-5 Information Provider’s counterpart in connection therewith) to the applicable Companion Loan Rating Agency following the earlier of (a) receipt of notification from the 17g-5 Information Provider’s counterpart that such information, report, notice or other document has been posted to the 17g-5 Information Provider counterpart’s website and (b) after 12:00 p.m. on the first Business Day following the date it has provided such information, report, notice or other document to the 17g-5 Information Provider.

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Each of the Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee, the certificate administrator and the 17g-5 Information Provider’s counterpart for the Other Securitization Trust, in each case solely to the extent known to it.

(c) To the extent it is permitted to do so under the Mortgage Loan Agreement, the Servicer (if no Special Servicing Loan Event has occurred and is continuing) or the Special Servicer (during a Special Servicing Loan Event) shall, or shall require the Borrower to, obtain: (i) any Additional Insolvency Opinion with respect to any Qualified Franchisor/Licensor described under clause (ii) of the proviso in the definition of “Qualified Franchisor/Licensor” under the Mortgage Loan Agreement; and (ii) a Rating Agency Confirmation from each Rating Agency with respect to any of the following matters as set forth in the Mortgage Loan Agreement:

(A) any amendment or modification to the Co-Lender Agreement;

(B) any amendment or modification to any Franchise/License Agreement;

(C) casino management by any Qualified Casino Operator contemplated by subclause (c) of the definition of “Qualified Casino Operator” under the Mortgage Loan Agreement;

(D) franchising or licensing of the Property by any Qualified Franchisor/Licensor described under subclause (b) of the definition of “Qualified Franchisor/Licensor” under the Mortgage Loan Agreement; and

(E) the matters described in Section 5.1.2(vi)(C) of the Mortgage Loan Agreement.

(d) The Servicer or the Special Servicer, as applicable, shall provide a notice to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website promptly upon knowledge of the occurrence of any of the following events:

(i) termination, or material amendment, of the MGM/Mandalay Lease or any MGM/Mandalay Operating Sublease; and

(ii) insurance coverage maintained by the Borrower in respect of any Property fails to meet the requirements set forth in the Mortgage Loan Agreement.

3.28 Approval of Annual Budget. Subject to Section 3.24(a), the Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer or the Special Servicer, as applicable, shall respond to any request by the Borrower Related Parties under Section 4.9.5 of the Mortgage Loan Agreement for written approval of the Annual Budget.

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3.29 Co-operation with Other Asset Reviewer. If any Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and Servicing Agreement, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall reasonably cooperate (and the Certificate Administrator shall cause any Custodian appointed by it to reasonably cooperate) with the related Other Asset Representations Reviewer in connection with such Other PSA Asset Review by providing the related Other Asset Representations Reviewer with any documents reasonably requested by the related Other Asset Representations Reviewer (not at its own expense or the expense of the Trust but at the expense of the related Loan Seller or the related Other Asset Representations Reviewer), but only to the extent that (i) the Other Asset Representations Reviewer has not been able to obtain such documents from the related Loan Seller and (ii) such documents are in the possession of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Custodian appointed by the Certificate Administrator, as the case may be. For the avoidance of doubt, none of the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian (i) shall have other obligations with respect to any such Other PSA Asset Review nor shall any such party be bound by the results of any such asset review, or (ii) shall be obligated to provide such documents if providing such documents, in its reasonable determination, would be a violation of this Agreement or the Co-Lender Agreement.

3.30 Consultation with Other Operating Advisor. With respect to any Other Pooling and Servicing Agreement that satisfies the Credit Risk Rules in whole or in part through the purchase by a third party purchaser of an eligible horizontal residual interest pursuant to Rule 7 of the Credit Risk Retention Rules (a “Regulation RR Other PSA”), at any time that the Special Servicer has received written notice of such Regulation RR Other PSA and that an Other Operating Advisor Consultation Trigger Event has occurred under such Regulation RR Other PSA because such eligible horizontal residual interest has been reduced as set forth under Rule 7(b)(6)(iv) of the Credit Risk Retention Rules, the Special Servicer shall consult with the related Other Operating Advisor (as representative of the related Companion Loan Holder) under such Other Pooling and Servicing Agreement with respect to any decisions that are Major Decisions with respect to the related Companion Loan. Such consultation shall be on a non-binding basis.

3.31 Compensating Interest Payments. The Servicer shall deliver to the Certificate Administrator for deposit in the Lower Tier Distribution Account on each Remittance Date, without any right of reimbursement thereafter, a Compensating Interest Payment, in the event that a Prepayment Interest Shortfall occurs as a result of the Servicer allowing the Borrower to deviate from the terms of the Mortgage Loan Documents regarding principal prepayments (other than (w) subsequent to a Mortgage Loan Event of Default, (x) pursuant to applicable law or a court order, (y) in connection with the receipt of Insurance Proceeds or Condemnation Proceeds, or (z) at the request or with the consent of the Special Servicer). Compensating Interest Payments shall be applied first, to cover the portion of the applicable Prepayment Interest Shortfall (adjusted to the related Initial Interest Rate, net of the Servicing Fee Rate) attributable to the Trust A Notes and the Companion A Notes, pro rata based on the respective amounts of such shortfall for each such Note, second, to cover the portion of the applicable Prepayment Interest Shortfall (adjusted to the related Initial Interest Rate, net of the Servicing Fee Rate) attributable to the Trust B Notes and the Companion B Notes, pro rata based on the respective amounts of such shortfall for each such Note, and, then, to cover the portion of the applicable Prepayment Interest Shortfall (adjusted to the related Initial Interest Rate, net of the Servicing Fee Rate) attributable to the Trust C Notes. In

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no event will the rights of the Trust Interest Owners and Companion Loan Holders to the offset of the aggregate Prepayment Interest Shortfalls be cumulative.

4. PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS AND VRR INTEREST OWNER

4.1 Distributions. (a) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account the amounts on deposit therein, to the extent of Available Funds, and distribute such amounts to the respective Classes of Non-Retained Certificates in the amounts and in the order of priority set forth below:

First, to the Class D Certificates in respect of interest at the Standard Pass-Through Rate, up to the applicable portion of the Interest Distribution Amount for such Class and such Distribution Date;

Second, to the Class D Certificates, in reduction of the Standard Certificate Balance of such Class, up to the Principal Distribution Amount for such Class and such Distribution Date until the Standard Certificate Balance of such Class is reduced to zero;

Third, to the Class D Certificates, up to the amount of all Applied Standard Realized Loss Amounts previously allocated to such Class and not reimbursed on prior Distribution Dates;

Fourth, to the Class E Certificates in respect of interest at the Standard Pass-Through Rate, up to the applicable portion of the Interest Distribution Amount for such Class and such Distribution Date;

Fifth, to the Class E Certificates, in reduction of the Standard Certificate Balance of such Class, up to the Principal Distribution Amount for such Class and such Distribution Date until the Standard Certificate Balance of such Class is reduced to zero;

Sixth, to the Class E Certificates, up to the amount of all Applied Standard Realized Loss Amounts previously allocated to such Class and not reimbursed on prior Distribution Dates;

Seventh, to the Class D Certificates in respect of interest calculated at the Pass-Through Rate Adjustment Percentage, up to the Interest Distribution Amount for such Class and such Distribution Date (to the extent not paid pursuant to clause first above);

Eighth, to the Class D Certificates, in reduction of the Adjusted Certificate Balance of such Class, up to the lesser of (x) the aggregate Negative Amortization Amount for such Class and (y) the Principal Distribution Amount for such Class and such Distribution Date (to the extent not paid pursuant to clause second above), until the Adjusted Certificate Balance of such Class is reduced to zero;

Ninth, to the Class D Certificates, up to the amount of all Applied Adjusted Realized Loss Amounts previously allocated to such Class and not reimbursed on prior Distribution Dates;

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Tenth, to the Class E Certificates in respect of interest calculated at the Pass-Through Rate Adjustment Percentage, up to the Interest Distribution Amount for such Class and such Distribution Date (to the extent not paid pursuant to clause fourth above);

Eleventh, to the Class E Certificates, in reduction of the Adjusted Certificate Balance of such Class, up to the lesser of (x) the aggregate Negative Amortization Amount for such Class and (y) the Principal Distribution Amount for such Class and such Distribution Date (to the extent not paid pursuant to clause fifth above), until the Adjusted Certificate Balance of such Class is reduced to zero;

Twelfth, to the Class E Certificates, up to the amount of all Applied Adjusted Realized Loss Amounts previously allocated to such Class and not reimbursed on prior Distribution Dates; and

Thirteenth, to the Class R Certificates, any remaining amounts.

Available Funds applied on any Distribution Date to pay the Interest Distribution Amount with respect to any Class of Non-Retained Principal Balance Certificates for such Distribution Date shall be applied first to pay the Current Interest Accrual Amount with respect to such Class of Certificates for such Distribution Date and then to pay any Class Interest Shortfall in respect of the immediately preceding Distribution Date for such Class of Certificates.

Available Funds applied on any Distribution Date to pay the Principal Distribution Amount with respect to any Class of Non-Retained Principal Balance Certificates for such Distribution Date shall be applied first to pay the portion of the Non-Retained Percentage of the Total Current Principal Collection Amount for such Distribution Date allocable to such Class of Certificates in accordance with the definition of “Total Current Principal Collection Amount” and then to pay the Class Principal Shortfall for the immediately preceding Distribution Date and such Class of Certificates.

In no event will any Class of Principal Balance Certificates receive distributions in reduction of its Certificate Balance which in the aggregate exceed the initial Certificate Balance of such Class.

(b) On each Distribution Date, the Certificate Administrator shall withdraw from the Distribution Account the amounts on deposit therein, to the extent of the VRR Available Funds for such Distribution Date, and shall distribute such amounts to Combined VRR Interest and the Class R Certificates in the amounts and in the order of priority set forth below:

(i) First, to the Combined VRR Interest, in respect of interest, up to an amount equal to the VRR Standard Interest Distribution Amount for such Distribution Date (which shall in turn be distributed to the Class VRR Certificates and the Uncertificated VRR Interest, pro rata based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively);

(ii) Second, to the Combined VRR Interest, in reduction of the Original Combined VRR Interest Balance, up to an amount equal to the VRR Standard Principal Distribution Amount for such Distribution Date, until the Original Combined VRR Interest

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Balance has been reduced to zero (which shall in turn be distributed to the Class VRR Certificates and the Uncertificated VRR Interest, pro rata based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, in reduction of such Certificate Balance and Uncertificated VRR Interest Balance); and

(iii) Third, to reimburse prior write-offs of the Original Combined VRR Interest Balance, up to an amount equal to the unreimbursed Applied Standard Realized Loss Amounts previously allocated to the Combined VRR Interest (which shall in turn be distributed to the Class VRR Certificates and the Uncertificated VRR Interest, pro rata based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively);

(iv) Fourth, to the Combined VRR Interest, in respect of interest, up to an amount equal to the VRR Adjusted Interest Distribution Amount for such Distribution Date (which shall in turn be distributed to the Class VRR Certificates and the Uncertificated VRR Interest, pro rata based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively);

(v) Fifth, to the Combined VRR Interest, in reduction of the Adjusted Certificate Balance thereof, up to an amount equal to the VRR Adjusted Principal Distribution Amount for such Distribution Date, until the Adjusted Combined VRR Interest Balance has been reduced to zero (which shall in turn be distributed to the Class VRR Certificates and the Uncertificated VRR Interest, pro rata based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively, in reduction of such Certificate Balance and Uncertificated VRR Interest Balance); and

(vi) Sixth, to reimburse prior write-offs of the Adjusted Combined VRR Interest Balance of the Combined VRR Interest, up to an amount equal to the unreimbursed Applied Adjusted Realized Loss Amounts previously allocated to the Combined VRR Interest (which shall in turn be distributed to the Class VRR Certificates and the Uncertificated VRR Interest, pro rata based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively);

provided that, with respect to any Distribution Date, to the extent that the VRR Available Funds for such Distribution Date exceeds the distributions to the Combined VRR Interest Owners on such Distribution Date pursuant to the immediately preceding clauses (i) through (vi), the Certificate Administrator shall distribute such excess to the Holders of the Class R Certificates.

The right to payment of Holders of the Class VRR Certificates is pro rata and pari passu with the right to payment of the Uncertificated VRR Interest Owner. On each Distribution Date, any VRR Available Funds, any Appraisal Reduction Amounts, Yield Maintenance Premiums, Prepayment Interest Shortfalls and Negative Amortization Amounts allocated to the Combined VRR Interest shall be allocated to the Class VRR Certificates and the Uncertificated VRR Interest pro rata (based on the respective Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance). In addition, any applicable Realized Losses and/or

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reimbursements of Applied Realized Loss Amounts allocated to the Combined VRR Interest shall be allocated between the Class VRR Certificates, on the one hand, and the Uncertificated VRR Interest, on the other hand, pro rata in accordance with the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.

Following the Anticipated Repayment Date, the Combined VRR Interest Balance is subject to increase if and to the extent any Negative Amortization Amounts are allocated to the Combined VRR Interest based on Accrued and Deferred Principal being added to the principal balance of the Mortgage Loan. On any Distribution Date following the Anticipated Repayment Date, the VRR Allocation Percentage of the aggregate of any Negative Amortization Amounts added to the Certificate Balances of the Non-Retained Principal Balance Certificates on that Distribution Date will be allocated to the Combined VRR Interest, which will in turn be allocated between the Class VRR Certificates, on the one hand, and the Uncertificated VRR Interest, on the other hand, pro rata in accordance with the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.

(c) On each Distribution Date, each of the Class LD and Class LE Uncertificated Interests shall be deemed to receive distributions in respect of interest, principal or reimbursement of Applied Realized Loss Amounts, and shall be deemed to be allocated negative amortization that is to be added to its Lower-Tier Principal Amount, in each case in an amount equal to the amount of interest, principal or reimbursement of Applied Realized Loss Amounts, as applicable, actually distributable to, or the Negative Amortization Amount actually allocable to, its respective Related Certificates as provided in Section 4.1(a).

(d) On each Distribution Date, the Class LVRR Uncertificated Interest shall be deemed to receive distributions in respect of interest, principal or reimbursement of Applied Realized Loss Amounts, and shall be deemed to be allocated negative amortization that is to be added to its Lower-Tier Principal Amount, in each case in an amount equal to the amount of interest, principal or reimbursement of Applied Realized Loss Amounts actually distributable to, or the Negative Amortization Amount actually allocable to, the Class VRR Certificates as provided in Section 4.1(b). On each Distribution Date, the LUVRR Uncertificated Interest shall be deemed to receive distributions in respect of interest, principal or reimbursement of Applied Realized Loss Amounts, and shall be deemed to be allocated negative amortization that is to be added to its Lower-Tier Principal Amount, in each case in an amount equal to the amount of interest, principal or reimbursement of Applied Realized Loss Amounts actually distributable to, or the Negative Amortization Amount actually allocable to, the Uncertificated VRR Interest as provided in Section 4.1(b).

(e) Amounts deemed distributable in respect of the Uncertificated Lower-Tier Interests on any Distribution Date pursuant to Section 4.1(c) and Section 4.1(d) are referred to herein collectively as the “Lower-Tier Distribution Amount”, and shall be deemed to be made by the Certificate Administrator being deemed to deposit such Lower-Tier Distribution Amount into the Upper-Tier Distribution Account on each Distribution Date.

As of any date, the principal balance of each Uncertificated Lower-Tier Interest will equal its Lower-Tier Principal Amount. The Pass-Through Rate with respect to each

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Uncertificated Lower-Tier Interest will be the rate per annum set forth in the definition of “Pass-Through Rate”.

Any Aggregate Available Funds that remain in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution Amount shall be distributed to the Holders of the Class R Certificates (in respect of the Class LT-R Interest, but only to the extent of the amount remaining in the Lower-Tier Distribution Account, if any).

(f) All amounts distributable to a Class of Certificates pursuant to Section 4.1(a), Section 4.1(b), Section 4.3(a) and/or Section 4.3(b) on each Distribution Date shall be allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. All distributions on each Class of Certificates or the Uncertificated VRR Interest pursuant to this Section 4.1 shall be made on each Distribution Date to each Trust Interest Owner of record at the close of business on the related Record Date by wire transfer of immediately available funds to the account of such Trust Interest Owner 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 applicable Distribution Date. Notwithstanding the foregoing, the final distribution on each Trust Interest shall be made in like manner, but, in the case of the Certificates, only upon presentment and surrender of such Certificate, and in the case of the Uncertificated VRR Interest, only upon delivery of a written instrument acknowledging surrender of and final distribution on the Uncertificated VRR Interest, at the location specified by the Certificate Administrator in the notice to Certificateholders of such final distribution.

(g) The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator that the final distribution with respect to any Trust Interest is expected to be made, post a notice on the Certificate Administrator’s Website pursuant to Section 8.14(b), deliver such notice to the 17g-5 Information Provider (who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and mail to each Trust Interest Owner, on such date a notice to the effect that:

(i) the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with respect to such Trust Interest shall be made on such Distribution Date, but, in the case of the Certificates, only upon presentation and surrender of such Certificates, and in the case of the Uncertificated VRR Interest, only upon delivery of a written instrument acknowledging surrender of and final distribution on the Uncertificated VRR Interest, 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 Trust Interest from and after the Interest Accrual Period related to such Distribution Date.

(h) Any funds not distributed to any Trust Interest Owner(s) on such Distribution Date because of the failure of such Trust Interest Owner(s) to tender their Trust

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Interests shall, on such date, be set aside and held in trust for the benefit of the appropriate non-tendering Trust Interest Owner. If any Trust Interests 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 Trust Interest Owners to surrender their Trust Interests for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Trust Interests shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Trust Interest Owners concerning surrender of their Trust Interests. The costs and expenses of holding such funds in trust and of contacting such Trust Interest Owners 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 (2) year period following such second notice, notwithstanding any termination of the Trust. If within two (2) years after the second notice any such Trust Interests shall not have been surrendered for cancellation, the Certificate Administrator shall hold all amounts distributable to the Trust Interest Owners thereof for the benefit of such Trust Interest Owners 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, at which time such amounts shall be distributed to the Depositor. No interest shall accrue or be payable to any Trust Interest Owner on any amount held in trust hereunder or by the Certificate Administrator as a result of such Trust Interest Owner’s failure to surrender its Trust Interest(s) for final payment thereof in accordance with this Section 4.1(h). Any such amounts transferred to the Certificate Administrator may, but need not be, invested in Permitted Investments and all income and gain realized from investment of such funds shall be for the benefit of the Certificate Administrator. In the event the Certificate Administrator is permitted or required to invest any amounts in Permitted Investments under this Agreement, whether in its capacity as Certificate Administrator or in the event of its assumption of the duties of, or becoming the successor to, the Servicer or the Special Servicer, as applicable, in accordance with the terms of this Agreement, it shall invest such amounts in Permitted Investments under clause (i) of the definition of Permitted Investments.

(i) The Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so long as the Trust has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty to recompile, recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a) and, in the absence of manifest error in such information, may conclusively rely upon it.

(j) On each Distribution Date, any applicable Realized Loss with respect to the Non-Retained Principal Balance Certificates for such Distribution Date shall be allocated to the respective Classes of Non-Retained Principal Balance Certificates in the following order:

first, to the Class E Certificates; and

second, to the Class D Certificates;

in each case until the related Standard Certificate Balance, in the case of Standard Realized Losses or the related Negative Amortization Amount, in the case of Adjusted Realized Losses, of each such Class has been reduced to zero.

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Allocations of Realized Losses to any Class of the Non-Retained Principal Balance Certificates shall be deemed to result in a corresponding reduction of the Lower-Tier Principal Amount of the Related Uncertificated Lower-Tier Interest.

(k) On each Distribution Date, any applicable Realized Loss with respect to the Combined VRR Interest for such Distribution Date shall be allocated to the Combined VRR Interest (in reduction of the Original Combined VRR Interest Balance, in the case of applicable Standard Realized Losses, and any Negative Amortization Amount allocated to the Combined VRR Interest, in the case of applicable Adjusted Realized Losses) and, in connection therewith, the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest shall each be reduced (pro rata based on the relative Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest on such Distribution Date) without distribution, as a write-off, to the extent of such applicable Realized Loss, until the Combined VRR Interest Balance is reduced to zero. Allocations of applicable Realized Losses to the Class VRR Certificates shall be deemed to result in a corresponding reduction of the Lower-Tier Principal Amount of the Class LVRR Uncertificated Lower-Tier Interest. Allocations of applicable Realized Losses to the Uncertificated VRR Interest shall be deemed to result in a corresponding reduction of the Lower Tier Principal Amount of the LUVRR Uncertificated Lower-Tier Interest.

4.2 Withholding Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with all federal withholding requirements with respect to payments to Trust Interest Owners that the Certificate Administrator reasonably believes are applicable under the Code. The consent of Trust Interest Owners shall not be required for any such withholding. In the event the Certificate Administrator withholds any amount from interest payments or advances thereof to any Trust Interest Owner pursuant to federal withholding requirements, amounts so withheld shall be treated as having been entirely distributed to such Trust Interest Owner, and the Certificate Administrator shall indicate the amount withheld to such Trust Interest Owner through a report.

Each Beneficial Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein, acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding tax may apply. Each such Beneficial Owner and Certificateholder further agrees, upon request, to provide any certifications that may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the foregoing, if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable), such recipient shall deliver to the Certificate Administrator, with a copy to the Trustee, at the time or times prescribed by the Code and at such time or times reasonably requested by the Certificate Administrator or the Trustee, such documentation prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably requested by the Trustee or the Certificate Administrator to comply with their respective obligations under FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or

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to determine the amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through 1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and including any amendments made to FATCA after the date of this Agreement.

4.3 Allocation and Distribution of Yield Maintenance Premiums.

(a) On each Distribution Date, the Certificate Administrator shall withdraw from the Yield Maintenance Premiums Distribution Account an amount that represents the Non-Retained Percentage of any Yield Maintenance Premiums actually collected in respect of the Mortgage Loan during the related Collection Period and allocable to the Trust Loan pursuant to the Co-Lender Agreement and remitted by the Servicer pursuant to Section 3.4(d) (such portion of any Yield Maintenance Premium, a “Non-Retained Yield Maintenance Premium”), and shall distribute such withdrawn amount to the Holders of the respective Classes of the Non-Retained Regular Certificates in the following manner: (i) the Holders of each Class of Non-Retained Regular Certificates shall be entitled to receive that portion of such Non-Retained Yield Maintenance Premium equal to the product of (x) a fraction, the numerator of which is the amount of principal distributed to such Class of Certificates on such Distribution Date and the denominator of which is the total amount of principal distributed to the holders of all of the Non-Retained Regular Certificates on such Distribution Date and (y) the amount of such Non-Retained Yield Maintenance Premium. If both the Class D and Class E Certificates are entitled to distributions of principal on any particular Distribution Date on which any Non-Retained Yield Maintenance Premium is distributable, such Non-Retained Yield Maintenance Premium will be allocated between both such Classes of Non-Retained Regular Certificates up to, and on a pro rata basis in accordance with, their respective entitlements thereto in accordance with the first sentence of this paragraph.

(b) On each Distribution Date, the Certificate Administrator shall withdraw from the Yield Maintenance Premiums Distribution Account an amount that represents the VRR Percentage of any Yield Maintenance Premium actually collected in respect of the Mortgage Loan during the related Collection Period and allocable to the Trust Loan pursuant to the Co-Lender Agreement and remitted by the Servicer pursuant to Section 3.4(d) (such portion of any Yield Maintenance Premium, a “VRR Yield Maintenance Premium”), and shall distribute such withdrawn amount to the Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner, pro rata based on the Certificate Balance of the Class VRR Certificates and the Uncertificated VRR Interest Balance, respectively.

(c) Any Non-Retained Yield Maintenance Premium distributable pursuant to Section 4.3(a) shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LD Uncertificated Interest and the Class LE Uncertificated Interest pro rata in accordance with their respective Lower-Tier Principal Amounts outstanding immediately prior to the applicable Distribution Date, whether or not any such Uncertificated Lower-Tier Interest, as applicable, has received all distributions of interest and principal to which it is entitled. Any VRR Yield Maintenance Premium distributable to the

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Holders of the Class VRR Certificates and the Uncertificated VRR Interest Owner pursuant to Section 4.3(b) shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Class LVRR Uncertificated Interest and the LUVRR Uncertificated Interest, pro rata in accordance with their respective Lower-Tier Principal Amounts outstanding immediately prior to the applicable Distribution Date, whether or not any such Uncertificated Lower-Tier Interest, as applicable, has received all distributions of interest and principal to which it is entitled.

(d) Notwithstanding the foregoing, Yield Maintenance Premiums will be distributed to some or all of the Non-Retained Regular Certificates, the Class VRR Certificates and the Uncertificated VRR Interest on any Distribution Date only to the extent they are received in respect of the Trust Loan and on deposit in the Collection Account as of the related Determination Date.

(e) No Yield Maintenance Premiums shall be distributed to the Holders of the Class R Certificates.

4.4 Statements to Trust Interest Owners. (a) On each Distribution Date, based in part on information provided by the Servicer and/or the Special Servicer, as applicable, the Certificate Administrator shall provide or and make available pursuant to Section 8.14(b) to any Privileged Person a statement in respect of the distributions on such Distribution Date (a “Distribution Date Statement”) in the form of Exhibit P setting forth:

(i) for each Class of Regular Certificates and the Uncertificated VRR Interest, the amount of the distributions made on such Distribution Date allocable to interest at (except in the case of the Combined VRR Interest) the Standard Pass-Through Rate and, if applicable, at the Pass-Through Rate Adjustment Percentage and the amount allocable to principal (separately identifying the amount of any principal payments (and specifying the source of such payments)), and the amount of interest paid on Advances from Default Interest and allocable to such Class;

(ii) if the distribution to the Holders of any Class of Certificates or the Uncertificated VRR Interest is less than the full amount that would be distributable to such Trust Interest Owner if there were sufficient Aggregate Available Funds, the amount of the shortfall allocable to such portion of any Class of Certificates or the Uncertificated VRR Interest, stating separately the amounts allocable to principal and interest;

(iii) the amount of any Monthly Interest Payment Advance for such Distribution Date;

(iv) (A) the Standard Certificate Balance of each Class of Regular Certificates after giving effect to any distribution in reduction of the Standard Certificate Balance on such Distribution Date;

(v) the Adjusted Certificate Balance of each Class of Principal Balance Certificates and the Uncertificated VRR Interest Balance of the Uncertificated VRR Interest, after giving effect to any distribution in reduction of, and any Negative

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Amortization added to, such Adjusted Certificate Balance or Uncertificated VRR Interest Balance, as applicable, on such Distribution Date;

(vi) the principal balance of the Trust Loan (or any REO Trust Loan) and the Mortgage Loan (or any REO Mortgage Loan), respectively, without regard to any Accrued and Deferred Principal added to the principal balance thereof, as of the end of the Collection Period for such Distribution Date;

(vii) the principal balance of the Trust Loan (or any REO Trust Loan) and the Mortgage Loan (or any REO Mortgage Loan), respectively, taking into account all Accrued and Deferred Principal added to the principal balance thereof, as of the end of the Collection Period for such Distribution Date;

(viii) any Monthly Additional Interest Payment Amount made during the related Collection Period;

(ix) any Accrued and Deferred Principal added to the principal balance of the Trust Loan (or any REO Trust Loan) and the Mortgage Loan (or any REO Mortgage Loan), respectively, during as of the end of the Collection Period for such Distribution Date;

(x) the aggregate amount of Unscheduled Payments (and the source of such payments) made during the related Collection Period;

(xi) identification of any Mortgage Loan Event of Default, Special Servicing Loan Event, Servicer Termination Event or Special Servicer Termination Event under this Agreement, that in any case has been declared as of the close of business on the second Business Day prior to the end of the immediately preceding calendar month;

(xii) the amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with respect to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower Restricted Party charges retained by the Servicer or the Special Servicer, and the amount of compensation paid to the Servicer, the Special Servicer, the Certificate Administrator, and the Trustee, separately listing the Trustee/Certificate Administrator Fee (which includes the Trustee Fee), the Servicing Fee and the Special Servicing Fee;

(xiii) the number of days the Borrower Related Parties are delinquent in the event that the Borrower Related Parties are is delinquent at least 30 days and the date upon which any foreclosure proceedings have been commenced;

(xiv) identification of each Property that, as of the close of business on the Payment Date immediately preceding such Distribution Date, had become a Foreclosed Property;

(xv) information with respect to any declared bankruptcy of any Borrower Related Party and any Affiliated Manager;

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(xvi) as to any item of collateral for the Mortgage Loan released, liquidated or disposed of during the related Collection Period, the identity of such item and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection Period;

(xvii) a list of conveyances or transfers of the Properties by the Borrower Related Parties as of the end of the related Collection Period;

(xviii) the aggregate amount of all Advances, if any, not yet reimbursed as of the end of the related Collection Period;

(xix) the amount of any reimbursement of Nonrecoverable Advances paid to the Servicer during the related Collection Period;

(xx) an itemized report identifying any Cumulative Appraisal Reduction Amount and the amount of the Cumulative Appraisal Reduction Amount allocated to the Trust Loan as of such Distribution Date;

(xxi) the amount of Default Interest, if any, and late payment charges, if any, paid by a Borrower Related Party during the related Collection Period;

(xxii) the aggregate amount of Borrower Reimbursable Trust Fund Expenses that were paid by or on behalf of the Borrower during the related Collection Period and that remain unpaid as of the end of the related Collection Period;

(xxiii) the amount of Yield Maintenance Premiums, if any, collected during the related Collection Period and distributed on such Distribution Date to the Holders of the respective Classes of Regular Certificates or the Uncertificated VRR Interest Owner;

(xxiv) the information required by Rule 15Ga-1(a), as promulgated under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase for breach of the related representations and warranties;

(xxv) the amount of any CREFC^® Licensing Fee payable with respect to such Distribution Date;

(xxvi) an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its affiliates during the related Collection Period to the extent provided to the Certificate Administrator by the Special Servicer pursuant to this Agreement; and

(xxvii) identification of the commencement of a CCR Consultation Period or a CCR Consultation Termination Period, and of the termination of a CCR Control Period or CCR Consultation Period.

The Depositor, the Servicer, the Special Servicer, the Trustee and the Certificate Administrator may agree to enhance the reporting requirements of the Distribution Date Statement without Trust Interest Owner approval, except that no such enhancement shall, unless required by

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applicable law, remove any restriction pertaining to the dissemination of Privileged Information (including any Final Asset Status Report and communications between the Special Servicer and any applicable Consenting Party) without the prior written consent of such Consenting Party.

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 Trust Interest Owner upon written request to the Certificate Administrator, a statement containing the information set forth in clauses (i), (ii) , (iv) and (xxiii) above as to the applicable Class, aggregated for such calendar year or applicable portion of such year during which such Person was a Trust Interest Owner, together with such other information as the Certificate Administrator deems necessary or desirable, or that a Trust Interest Owner or Beneficial Owner of a Trust Interest reasonably requests, to enable Trust Interest Owners to prepare their tax returns for such calendar year. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time to time are in force.

(b) The Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons on each Distribution Date pursuant to Section 8.14(b). The Certificate Administrator’s obligation to provide such information to the Trust Interest Owners or any other person shall be contingent on the Certificate Administrator’s receipt of such information from the Servicer and the Special Servicer, as applicable. The Certificate Administrator shall be entitled to rely on such information provided to it by the Servicer or the Special Servicer without independent verification. To the extent that the information required to be furnished by the Servicer is based on information required to be provided by the Borrower Restricted Parties or the Special Servicer, the Servicer’s obligation to furnish such information to the Certificate Administrator shall be contingent on its receipt of such information from the Borrower Restricted Parties or the Special Servicer, as applicable. To the extent that information required to be furnished by the Special Servicer is based on information required to be provided by the Borrower Restricted Parties, the Special Servicer’s obligation to furnish such information shall be contingent upon receipt of its receipt of such information from the Borrower Restricted Parties. The Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall be entitled to rely on information supplied by any Borrower Restricted Parties without independent verification.

The Certificate Administrator shall, to the extent provided to it by the Servicer in electronic format, make available to Non-Restricted Privileged Persons pursuant to Section 8.14(b) reports or analyses of net operating income from the Property. Such net operating income reports or analyses shall be prepared pursuant to Section 3.18 hereof by the Servicer in CREFC^® format based on the quarterly, annual and periodic statements and rent rolls with respect to the Property obtained by the Servicer from the Borrower Restricted Parties.

At the reasonable request and authorization by the Depositor, the Certificate Administrator may make available on the Certificate Administrator’s Website to any Non-Restricted Privileged Person certain other information with respect to the Mortgage Loan (subject to the limitations of Section 3.18) and will provide such information to the 17g-5 Information Provider (who shall post it to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)).

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In addition, the Certificate Administrator shall make available on the Certificate Administrator’s Website such information as set forth in Section 8.14(b) herein.

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

(a) The Certificate Administrator shall make available to Non-Restricted Privileged Persons only, the Investor Q&A Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where Non-Restricted Privileged Persons may (i) submit questions to the Certificate Administrator relating to the Distribution Date Statement, or submit questions to the Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to Section 8.14(b)(ii)(B), the Mortgage Loan or the Properties (each an “Inquiry” and collectively, “Inquiries”), and (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto. Upon receipt of an Inquiry from a Non-Restricted Privileged Person for the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall forward such Inquiry to the appropriate person at the Servicer or the Special Servicer, as applicable (as identified to the Certificate Administrator by the Servicer or the Special Servicer, as applicable), in each case via email within a commercially reasonable period of time following receipt of such Inquiry. Following receipt of an Inquiry, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless such party determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Servicer or the Special Servicer, as applicable shall be by email to the Certificate Administrator. The Certificate Administrator shall post (within a commercially reasonable period of time following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website. If the Certificate Administrator, the Servicer or the Special Servicer, as applicable, determines, in its respective sole discretion, that (i) any Inquiry is not of a type described above, (ii) answering any Inquiry would not be in the best interests of the Trust, the Trust Interest Owners and/or any Companion Loan Holder, (iii) answering any Inquiry would be in violation of applicable law, the Mortgage Loan Documents or this Agreement, (iv) answering the Inquiry would, or is reasonably expected to, result in the waiver of attorney-client privilege or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or result in significant additional cost or

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expense to, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, (vi) answering any Inquiry would or is reasonably expected to require the disclosure of Privileged Information, or (vii) answering any Inquiry is otherwise, for any reason, not advisable, it shall not be required to answer such Inquiry and, in the case of the Servicer or the Special Servicer shall promptly notify the Certificate Administrator of such determination. The Certificate Administrator shall notify the Person who submitted such Inquiry in the event that the Inquiry shall not be answered. Any notice by the Certificate Administrator to the Person who submitted an Inquiry that shall not be answered shall include the following statement: “Because the Trust and Servicing Agreement provides that the Certificate Administrator, the Servicer and the Special Servicer shall not answer an Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described in the Trust and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Trust Interest Owners, (iii) answering any Inquiry would be in violation of applicable law, the Mortgage Loan Documents or the Trust and Servicing Agreement, (iv) answering any Inquiry that would, or could reasonably be expected to, result in the waiver of attorney-client privilege or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, (vi) answering any Inquiry would or is reasonably expected to require the disclosure of Privileged Information, or (vii) answering any Inquiry is otherwise, for any reason, not advisable, no inference should or may be drawn from the fact that the Certificate Administrator, the Servicer or the Special Servicer has declined to answer the Inquiry.” Answers posted on the Investor Q&A Forum shall be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Initial Purchasers or any of their respective Affiliates. None of the Initial Purchasers, the Depositor, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any of their respective Affiliates shall certify to any of the information posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such information. The Certificate Administrator shall not be required to post to the Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. No party shall post or otherwise disclose direct communications with any applicable Consenting Party or Consulting Party as part of its response to any Inquiries; provided, that the Certificate Administrator shall have no obligation to review any inquiry or answer received by it for posting to the Investor Q&A Forum to determine if such inquiry or answer contains any such direct communication with any applicable Consenting Party or Consulting Party, or otherwise to consult with the party from whom such Inquiry or answer is received to confirm the same, and the Certificate Administrator shall have no liability in connection with its posting to the Investor Q&A Forum of any Inquiry or answer containing such direct communication. The Investor Q&A Forum shall not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s Website. In addition to the Certificate Administrator’s receipt of the Investor Certification to confirm that such person is a Non-Restricted Privileged Person, the Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Q&A Forum.

(b) The Certificate Administrator shall make available to any Trust Interest Owner and any Beneficial Owner, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Trust Interest Owners and Beneficial Owners can register and thereafter obtain information with respect to any other Trust Interest Owner or Beneficial Owner that has so registered. Any person registering to use the Investor Registry shall be required to certify that (a) it is a Trust Interest Owner or a Beneficial Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least 45 days from the date of such certification to other registered Certificateholders and registered Beneficial Owners. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates or Uncertificated VRR Interest owned, as applicable. If any Trust Interest Owner or Beneficial Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator shall not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.

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(c) The Distribution Date Statements, CREFC^® Reports and any supplemental notices thereto, shall be provided by the Certificate Administrator to certain market data providers upon the consent of the Depositor, and upon receipt by the Certificate Administrator from such person of a certification in the form of Exhibit N hereto, which certification may be submitted electronically. The Depositor hereby consents to the provision of such information to Bloomberg, L.P., Xxxxx, LLC, Intex Solutions, Inc., XXXX.xxx Inc., Markit Group Limited and BlackRock Financial Management, Inc., and the provision of such information shall not constitute a breach of this Agreement by the Certificate Administrator.

(d) The 17g-5 Information Provider shall make available, only to NRSROs (including the Rating Agencies), the Rating Agency Q&A Forum and Document Request Tool. The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information Provider’s Website, where NRSROs may (i) submit inquiries to the Certificate Administrator relating to the Distribution Date Statement, (ii) submit inquiries to the Servicer or the Special Servicer, as applicable, relating to the reports prepared by such parties, (iii) submit requests for loan-level reports and information (each such submission, a “Rating Agency Inquiry”) or (iv) view Rating Agency Inquiries that have been previously submitted and answered, together with the responses thereto. Upon receipt of a Rating Agency Inquiry for the Servicer, the Special Servicer or the Certificate Administrator, the 17g-5 Information Provider shall forward the Rating Agency Inquiry to the appropriate person, in each case within a commercially reasonable period of time following receipt thereof. Following receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email (or other electronic means reasonably acceptable to the 17g-5 Information Provider and the Servicer or the Special Servicer, as applicable) to the 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially reasonable period of time following of receipt of such response) such Rating Agency Inquiry and the related response (or such reports, as applicable) to the Rating Agency Q&A Forum and Document Request Tool. If the Certificate Administrator, the Servicer or the Special Servicer determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable law, the Accepted Servicing Practices, this Agreement or the Mortgage Loan Documents, (ii) answering any Rating Agency Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work product of, any counsel engaged by the Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable, or (iii)(A) answering any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Servicer or the Special Servicer, as applicable, determines in accordance with Accepted Servicing Practices (or in good faith, in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Servicer or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Rating Agency Inquiry and, in the case of the Certificate Administrator, the Servicer or the Special Servicer, shall promptly notify the 17g-5 Information Provider by email (or other electronic means reasonably acceptable to the 17g-5 Information Provider and the Servicer or the Special Servicer, as applicable) of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry with the reason it was not answered to the Rating Agency Q&A

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Forum and Document Request Tool. The 17g-5 Information Provider shall not be liable for the failure by any other such Person to so answer. Questions posted on the Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating Agency Q&A Forum and Document Request Tool shall be attributable only to the respondent, and shall not be deemed to be answers from any other person. None of the Initial Purchasers, Depositor, or any of their respective Affiliates shall certify to any of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility or liability for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool shall not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s Website. In addition to the Certificate Administrator’s receipt of the Investor Certification to confirm that such person is a Non-Restricted Privileged Person, the Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Rating Agency Q&A Forum and Document Request Tool.

5. THE CERTIFICATES

5.1 The Certificates.

(a) The Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-4 hereto, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required by-law, or as may, consistently herewith, be determined by the officers executing such Certificates, as evidenced by their execution thereof.

(b) The Certificates of each Class of Non-Retained Principal Balance Certificates shall be issued in minimum denominations of $100,000 and integral multiples of $1 in excess of $100,000. The Class R Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates and in integral multiples of 1% in excess thereof. The Class VRR Certificates shall be issued in minimum denominations of $100,000 and integral multiples of $1 in excess of $100,000.

(c) One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.

5.2 Form and Registration. (a) The Non-Retained Regular Certificates may be sold to Non-U.S. Securities Persons in offshore transactions in reliance on Regulation S under the Act.

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Such Certificates of each Class thereof shall initially be represented by a temporary global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each a “Temporary Regulation S Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository, and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on behalf of the Euroclear System (“Euroclear”) and/or Clearstream Banking, société anonyme (“Clearstream”). Prior to the expiration of the 40-day period commencing on the later of the commencement of the offering of the Certificates and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation S Global Certificate may be held through Euroclear, Clearstream or any other Depository Participant. After the expiration of the Restricted Period, a beneficial interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in the related permanent global certificate of the same Class (a “Regulation S Global Certificate”) in the applicable form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.3(f). During the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Certificate shall only be made upon delivery to the Certificate Administrator by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial interest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate Balance of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.

On the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph.

(b) The Non-Retained Regular Certificates offered and sold to QIBs in reliance on Rule 144A under the Act (“Rule 144A”) shall, in the case of each Class thereof, be represented by a single, global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Rule 144A Global Certificate” and, together with the Temporary Regulation S Global Certificates and the Regulation S Global Certificates, the “Global Certificates”), which shall be deposited with the Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter provided.

(c) The Non-Retained Regular Certificates that are initially offered and sold in the United States to investors that are Institutional Accredited Investors that are not QIBs, the Class VRR Certificates and the Class R Certificates (collectively, the “Non-Book Entry Certificates”) shall be in the form of Definitive Certificates, in each case substantially in the

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applicable form set forth as an exhibit hereto, and shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates for such Non-Book Entry Certificates (other than the Class VRR Certificates) to the respective beneficial owners or owners.

(d) Owners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of certificated Certificates unless: (i) the Depositor advises the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly its responsibilities or continue as depository with respect to the Global Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depositor are unable to locate and appoint a qualified successor within 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of the related Certificates; provided, however, that under no circumstances shall Definitive Certificates be issued to beneficial owners of a Temporary Regulation S Global Certificate. Upon notice of the occurrence of any of the events described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Global Certificates and upon surrender by the Depository of any Global Certificate of such Class and receipt from the Depository of instructions for reregistration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Global Certificate, the same legends regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall recognize the holders of such Definitive Certificates as Certificateholders under this Agreement.

(e) If any Beneficial Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate to a “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional Accredited Investor but not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book Entry Certificate, subject to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.3(h) of this Agreement. No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such transfer complies with the provisions of Section 5.3(h) of this Agreement applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the denomination of such Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.

(f) During the VRR Interest Transfer Restriction Period, any Class VRR Certificate shall only be held as a Definitive Certificate in the VRR Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the VRR Interest Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Class VRR Certificate in safekeeping and shall release

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the same only upon receipt of a written direction signed by each of the Depositor, the Retaining Sponsor and the Holder of such Certificate, and in accordance with any authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “VRR Interest Safekeeping Account” and into which each Class VRR Certificate shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the VRR Interest Safekeeping Account for each Retaining Party. Each Class VRR Certificate to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. Upon receipt by the Certificate Administrator of any Class VRR Certificate in connection with the initial issuance thereof and, for so long as the Class VRR Certificates are held in the VRR Interest Safekeeping Account by the Certificat

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CITIGROUP COMMERCIAL MORTGAGE SECURITIES INC., as Depositor, KeyBank National Association, as Servicer, SITUS HOLDINGS, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, and CITIBANK, N.A., as Certificate Administrator...