BANC OF AMERICA MERRILL LYNCH LARGE LOAN, INC., Depositor, Wells farGO bank, national association, Servicer, SITUS HOLDINGS, LLC, Special Servicer, WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee, Wells Fargo bank, national association, Certificate...

Exhibit 4.2

EXECUTION VERSION

BANC OF AMERICA XXXXXXX XXXXX LARGE LOAN, INC.,
Depositor,

Xxxxx farGO bank, national association,
Servicer,

SITUS HOLDINGS, LLC,
Special Servicer,

WILMINGTON TRUST, NATIONAL ASSOCIATION,
Trustee,

Xxxxx Fargo bank, national association,
Certificate Administrator, Paying Agent and Custodian,

and

PARK BRIDGE LENDER SERVICES LLC,
Operating Advisor

TRUST AND SERVICING AGREEMENT
Dated as of November 18, 2020

Grace Trust 2020-GRCE
Commercial Mortgage Pass-Through Certificates, Series 2020-GRCE

Table of Contents

Page

Article I

DEFINITIONS

Section 1.01	Defined Terms	3
Section 1.02	Certain Calculations	65
Section 1.03	Certain Constructions	69

Article II

CONVEYANCE OF the MORTGAGE LOAN;
ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01	Conveyance of the Trust Loan; Assignment of Trust Loan Purchase Agreements	69
Section 2.02	Acceptance by Custodian and the Trustee	74
Section 2.03	Representations, Warranties and Covenants of the Depositor; Repurchase of Trust Loan	76
Section 2.04	Representations, Warranties and Covenants of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor	82
Section 2.05	Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Upper-Tier Interests	88
Section 2.06	Miscellaneous REMIC Provisions	88

Article III

ADMINISTRATION AND SERVICING
OF THE TRUST FUND

Section 3.01	The Servicer to Act as Servicer; Special Servicer To Act as Special Servicer; Administration of the Whole Loan	88
Section 3.02	Liability of the Servicer and the Special Servicer When Sub-Servicing	92
Section 3.03	Collection of Whole Loan Payments	92
Section 3.04	Collection of Taxes, Assessments and Similar Items; Escrow Accounts	92
Section 3.05	Collection Account; Distribution Accounts and Interest Reserve Account	94
Section 3.06	Permitted Withdrawals from the Collection Account and the Distribution Accounts; Trust Ledger	97
Section 3.07	Investment of Funds in the Collection Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts	104
Section 3.08	Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage	106
Section 3.09	Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions	109
Section 3.10	Appraisals; Realization upon Defaulted Mortgage Loan	113
Section 3.11	Custodian to Cooperate; Release of Mortgage File	119

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Table of Contents
(continued)

Page

Section 3.12	Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	119
Section 3.13	Reports to the Certificate Administrator; Collection Account Statements	124
Section 3.14	Access to Certain Documentation	129
Section 3.15	Title and Management of REO Property and REO Accounts	135
Section 3.16	Sale of a Specially Serviced Loan or the REO Property	139
Section 3.17	Additional Obligations of the Servicer and the Special Servicer; Inspections	142
Section 3.18	Authenticating Agent	143
Section 3.19	Appointment of Custodians	144
Section 3.20	Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts	145
Section 3.21	Property Advances	145
Section 3.22	Appointment of Special Servicer	148
Section 3.23	Transfer of Servicing Between the Servicer and the Special Servicer; Record Keeping; Asset Status Report; Notice of Mezzanine Foreclosure	150
Section 3.24	Special Instructions for the Servicer and/or Special Servicer	155
Section 3.25	Certain Rights and Obligations of the Servicer and/or the Special Servicer	155
Section 3.26	Modification, Waiver, Amendment and Consents	156
Section 3.27	Annual Compliance Statements	158
Section 3.28	Annual Reports on Assessment of Compliance with Servicing Criteria	158
Section 3.29	Annual Independent Public Accountants’ Servicing Report	159
Section 3.30	No Downgrade Confirmation	159
Section 3.31	Certain Co-Lender Matters Relating to the Whole Loan	161
Section 3.32	Horizontal Credit Risk Retention	164
Section 3.33	Resignation Upon Prohibited Credit Risk Retention Affiliation	164

Article IV

DISTRIBUTIONS TO CERTIFICATEHOLDERS

Section 4.01	Distributions	165
Section 4.02	Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others	170
Section 4.03	Compliance with Withholding Requirements	180
Section 4.04	REMIC Compliance	180
Section 4.05	Imposition of Tax on the Trust Fund	182
Section 4.06	Remittances	183
Section 4.07	P&I Advances and Administrative Advances	183
Section 4.08	Appraisal Reductions; Collateral Deficiency Amounts	187

Article V

THE CERTIFICATES

Section 5.01	The Certificates	189
Section 5.02	Registration, Transfer and Exchange of Certificates	192

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Table of Contents
(continued)

Page

Section 5.03	Mutilated, Destroyed, Lost or Stolen Certificates	202
Section 5.04	Appointment of Paying Agent	203
Section 5.05	Access to Certificateholders’ Names and Addresses; Special Notices	203
Section 5.06	Actions of Certificateholders	203
Section 5.07	Rule 144A Information	204

Article VI

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR AND THE DIRECTING HOLDER

Section 6.01	Liability of the Depositor, the Servicer, the Special Servicer and the Operating Advisor.	204
Section 6.02	Merger or Consolidation of either the Servicer, the Special Servicer, the Operating Advisor or the Depositor	204
Section 6.03	Limitation on Liability of the Depositor, the Servicer and Others	205
Section 6.04	Limitation on Resignation of the Servicer and the Special Servicer; Termination of the Servicer and the Special Servicer	206
Section 6.05	Rights of the Depositor and the Trustee in Respect of the Servicer and the Special Servicer	207
Section 6.06	The Servicer or Special Servicer as Owners of a Certificate	208
Section 6.07	Selection and Removal of the Directing Holder	209
Section 6.08	Limitation on Liability of Directing Holder; Acknowledgements of the Certificateholders	211
Section 6.09	Rights and Powers of the Directing Holder	211
Section 6.10	Directing Holder and Operating Advisor Contact with Servicer and Special Servicer	213
Section 6.11	The Operating Advisor	214

Article VII

TERMINATION EVENTS

Section 7.01	Servicer Termination Events	219
Section 7.02	Trustee to Act; Appointment of Successor	227
Section 7.03	Notification to Certificateholders and Other Persons	228
Section 7.04	Other Remedies of Trustee	229
Section 7.05	Waiver of Past Servicer Termination Events; Termination	229
Section 7.06	Trustee as Maker of Advances	229

Article VIII

CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

Section 8.01	Duties of Trustee and Certificate Administrator	230
Section 8.02	Certain Matters Affecting the Trustee and the Certificate Administrator	232

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Table of Contents
(continued)

Page

Section 8.03	Trustee and Certificate Administrator Not Liable for Certificates or the Trust Loan	234
Section 8.04	Trustee and Certificate Administrator May Own Certificates	235
Section 8.05	Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification	236
Section 8.06	Eligibility Requirements for Trustee and Certificate Administrator	238
Section 8.07	Resignation and Removal of Trustee and Certificate Administrator	239
Section 8.08	Successor Trustee and Certificate Administrator	240
Section 8.09	Merger or Consolidation of Trustee or Certificate Administrator	241
Section 8.10	Appointment of Co-Trustee or Separate Trustee	241

Article IX

TERMINATION

Section 9.01	Termination	242

Article X

MISCELLANEOUS PROVISIONS

Section 10.01	Counterparts	246
Section 10.02	Limitation on Rights of Certificateholders	247
Section 10.03	Governing Law	247
Section 10.04	Waiver of Jury Trial; Consent to Jurisdiction	248
Section 10.05	Notices	248
Section 10.06	Severability of Provisions	254
Section 10.07	Notice to the Depositor and Each Rating Agency	254
Section 10.08	Amendment	256
Section 10.09	Confirmation of Intent	258
Section 10.10	No Intended Third-Party Beneficiaries	259
Section 10.11	Entire Agreement	259
Section 10.12	Third Party Beneficiaries	259

Article XI

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 11.01	Intent of the Parties; Reasonableness	260
Section 11.02	Succession; Sub-Servicers; Subcontractors	260
Section 11.03	Other Securitization Trust’s Filing Obligations	262
Section 11.04	Form 10-D Disclosure	262
Section 11.05	Form 10-K Disclosure	262
Section 11.06	Form 8-K Disclosure	263
Section 11.07	Annual Compliance Statements	263
Section 11.08	Annual Reports on Assessment of Compliance with Servicing Criteria	264

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Table of Contents
(continued)

Page

Section 11.09	Annual Independent Public Accountants’ Servicing Report	265
Section 11.10	Significant Obligor	266
Section 11.11	Xxxxxxxx-Xxxxx Backup Certification	267
Section 11.12	Indemnification	267
Section 11.13	Amendments	270
Section 11.14	Termination of the Certificate Administrator	270
Section 11.15	Termination of Sub-Servicing Agreements	270
Section 11.16	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	270

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TABLE OF SCHEDULES

Schedule I	Servicing Criteria to Be Addressed in Assessment of Compliance

TABLE OF EXHIBITS

Exhibit A-1	Form of Class A Certificate
Exhibit A-2	Form of Class X Certificate
Exhibit A-3	Form of Class B Certificate
Exhibit A-4	Form of Class C Certificate
Exhibit A-5	Form of Class D Certificate
Exhibit A-6	Form of Class E Certificate
Exhibit A-7	Form of Class F Certificate
Exhibit A-8	Form of Class HRR Certificate
Exhibit A-9	Form of Class LR Certificate
Exhibit A-10	Form of Class R Certificate
Exhibit B	Mortgage Loan Schedule
Exhibit C-1	Form of Transferee Affidavit
Exhibit C-2	Form of Transferor Certificate
Exhibit C-3	Form of Transferee Certificate for Transfer of Risk Retained Certificates
Exhibit C-4	Form of Transferor Certificate for Transfer of Risk Retained Certificates
Exhibit D-1	Form of Investment Representation Letter
Exhibit D-2	Form of ERISA Representation Letter
Exhibit E	Form of Request for Release
Exhibit F	Securities Legend
Exhibit G	Form of Regulation S Transfer Certificate
Exhibit H	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate during the Restricted Period
Exhibit I	Form of Transfer Certificate for Exchange or Transfer from Rule 144A Global Certificate to Regulation S Global Certificate after the Restricted Period
Exhibit J	Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Rule 144A Global Certificate
Exhibit K	Form of Distribution Date Statement
Exhibit L-1-A	Form of Investor Certification for Non-Borrower Related Parties
Exhibit L-1-B	Form of Investor Certification for Borrower Related Parties
Exhibit L-1-C	Form of Certification of the Directing Holder
Exhibit L-1-D	Form of Notice of Conflicted Controlling Class Holder Who Becomes a Borrower Related Party
Exhibit L-2	Form of Investor Certification to Exercise Voting Rights
Exhibit L-3	Form of Online Vendor Certification
Exhibit L-4	Form of CREFC^® Certification
Exhibit M	Form of Notification from Custodian
Exhibit N-1	Form of Closing Date Custodian Certification
Exhibit N-2	Form of Post-Closing Custodian Certification
Exhibit O	Form of NRSRO Certification
Exhibit P-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit P-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
Exhibit Q	Form of Power of Attorney to the Servicer and Special Servicer
Exhibit R	[Reserved]
Exhibit S	Form of Operating Advisor Annual Report

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Exhibit T	Form of Notice from Operating Advisor Recommending Replacement of Special Servicer
Exhibit U	Form of Notice of Mezzanine Collateral Foreclosure
Exhibit V	Form of Certificate Administrator Receipt of Class HRR Certificates
Exhibit W	Additional Form 10-D Disclosure
Exhibit X	Additional Form 10-K Disclosure
Exhibit Y	Form 8-K Disclosure Information
Exhibit Z	Additional Disclosure Notification
Exhibit AA	Initial Sub-Servicers
Exhibit BB	Form of Backup Certification
Exhibit CC	Form of Companion Loan Holder Certification

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Trust and Servicing Agreement, dated as of November 18, 2020, among Banc of America Xxxxxxx Xxxxx Large Loan, Inc., as Depositor, Xxxxx Fargo Bank, National Association, as Servicer, Situs Holdings, LLC, as Special Servicer, Wilmington Trust, National Association, as Trustee, Xxxxx Fargo Bank, National Association, as Certificate Administrator, as Paying Agent and as Custodian, and Park Bridge Lender Services LLC, as Operating Advisor.

PRELIMINARY STATEMENT:

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

Bank of America, National Association (together with its successors-in-interest, “BANA”), JPMorgan Chase Bank, National Association (together with its successors-in-interest, “JPMCB”), DBR Investments Co. Limited (together with its successors-in-interest, “DBRI”) Column Financial, Inc. (together with its successors-in-interest, “Column”), co-originated a floating rate loan (the “Whole Loan”) pursuant to a Mortgage Loan Agreement (as may be amended, modified, supplemented or restated from time to time, the “Loan Agreement”), dated as of November 17, 2020, among BANA, JPMBC, DBRI and Column, as lenders, and 0000 0^xx Xxxxxx Owner LLC, a Delaware limited liability company (the “Borrower”), and is evidenced by twenty-two (22) promissory notes (as the same may hereafter be amended, restated, supplemented or otherwise modified, the “Notes”) listed below. Shortly after November 17, 2020 and prior to the Closing Date, DBRI sold its respective portion of any right, title and interest in, to and under the Trust Loan to German American Capital Corporation (“GACC”).

Note	Trust / Non-Trust	Loan Seller / Companion Loan Holder	Senior/ Subordinate⁽¹⁾	Original Principal Balance	Note Rate
Note A-1-1	Trust Note	BANA	Senior	$114,900,000	2.6921%
Note A-1-2	Non-Trust Note	BANA	Senior	$75,000,000	2.6921%
Note A-1-3	Non-Trust Note	BANA	Senior	$75,000,000	2.6921%
Note A-2-1	Trust Note	JPMCB	Senior	$114,900,000	2.6921%
Note A-2-2	Non-Trust Note	JPMCB	Senior	$30,000,000	2.6921%
Note A-2-3	Non-Trust Note	JPMCB	Senior	$30,000,000	2.6921%
Note A-2-4	Non-Trust Note	JPMCB	Senior	$30,000,000	2.6921%
Note A-2-5	Non-Trust Note	JPMCB	Senior	$20,000,000	2.6921%
Note A-2-6	Non-Trust Note	JPMCB	Senior	$20,000,000	2.6921%
Note A-2-7	Non-Trust Note	JPMCB	Senior	$20,000,000	2.6921%
Note A-3-1	Trust Note	Column	Senior	$76,600,000	2.6921%
Note A-3-2	Non-Trust Note	Column	Senior	$30,000,000	2.6921%
Note A-3-3	Non-Trust Note	Column	Senior	$30,000,000	2.6921%
Note A-3-4	Non-Trust Note	Column	Senior	$20,000,000	2.6921%
Note A-3-5	Non-Trust Note	Column	Senior	$20,000,000	2.6921%
Note A-4-1	Trust Note	GACC	Senior	$76,600,000	2.6921%
Note A-4-2	Non-Trust Note	DBRI	Senior	$40,000,000	2.6921%
Note A-4-3	Non-Trust Note	DBRI	Senior	$30,000,000	2.6921%
Note A-4-4	Non-Trust Note	DBRI	Senior	$20,000,000	2.6921%
Note A-4-5	Non-Trust Note	DBRI	Senior	$10,000,000	2.6921%
Note B-1	Trust Note	BANA	Subordinate	$110,100,000	2.6921%
Note B-2	Trust Note	JPMCB	Subordinate	$110,100,000	2.6921%
Note B-3	Trust Note	Column	Subordinate	$73,400,000	2.6921%
Note B-4	Trust Note	GACC	Subordinate	$73,400,000	2.6921%

Each Note with an “A-” designation in the chart above is individually referred to herein as a “Senior Note” and are collectively referred to as the “Senior Notes”.

Each Note with an “A-” designation and the designation “Trust Note” in the chart above is individually referred to herein as a “Senior Trust Note” and are collectively referred to as the “Senior Trust Notes.”

Each Note with an “B-” designation in the chart above is individually referred to herein as a “Junior Note” and are collectively referred to as the “Junior Notes” and the Junior Notes, together with the Senior Trust Notes are collectively referred to as the “Trust Notes.”

Each Note with the designation “Non-Trust Note” in the chart above is individually referred to herein as a “Non-Trust Note” and are collectively referred to as the “Non-Trust Notes.”

The portion of the Whole Loan evidenced by the Trust Notes, referred to herein as the “Trust Loan,” has an aggregate principal balance as of the Cut-off Date of $750,000,000. The portion of the Whole Loan evidenced by Non-Trust Notes, collectively referred to as the “Companion Loan”, has an aggregate principal balance as of the Cut-off Date of $500,000,000. The Trust Notes and the Non-Trust Notes are collectively referred to herein as the “Notes” and, each, as a “Note.”

Each Loan Seller sold and assigned its respective portion of the Trust Loan to the Depositor pursuant to the related Trust Loan Purchase Agreement. The Companion Loan will not be an asset of the Trust.

The Depositor intends to sell pass-through certificates to be issued hereunder in multiple Classes which in the aggregate will evidence the entire beneficial ownership interest in the Trust Fund consisting primarily of the Trust Loan.

The Trust Fund will consist of two REMICs, the “Lower-Tier REMIC” and the “Upper-Tier REMIC.” The Lower-Tier REMIC will hold the Trust Loan and certain other related assets subject to this Agreement, and will issue (a) the Lower-Tier Regular Interests set forth in the table below (the “Lower-Tier Regular Interests”), as classes of “regular interests” in the Lower-Tier REMIC and (b) the Class LR Certificates, as the sole class of residual interests in the Lower-Tier REMIC.

The Upper-Tier REMIC will hold the Lower-Tier Regular Interests and certain other related assets subject to this Agreement and will issue (a) the Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class HRR Certificates, each of which is a class of “regular interests” in the Upper-Tier REMIC and (b) the Class R Certificates, as the sole class of residual interests in the Upper-Tier REMIC.

The following table sets forth the designation and Certificate Balance or Notional Amount, as applicable, of each Class of Certificates (other than the Class R and Class LR Certificates) (collectively, the “Corresponding Certificates”), and the corresponding Lower-Tier Regular Interest (the “Corresponding Lower-Tier Regular Interest”) and the Corresponding Components of the Class X Certificates (the “Corresponding Component”) for each Class of Corresponding Certificates and each Corresponding Lower-Tier Regular Interest.

Class of Certificates	Certificate Balance, Notional Amount	Corresponding Lower-Tier Regular Interests⁽¹⁾	Lower-Tier Principal Balance	Corresponding Component
Class A	$ 304,700,000	LA	$304,700,000	XA
Class X	$ 348,800,000	N/A	N/A	N/A
Class B	$ 44,100,000	LB	$44,100,000	XB
Class C	$ 34,200,000	LC	$34,200,000	N/A
Class D	$ 124,700,000	LD	$124,700,000	N/A
Class E	$ 135,300,000	LE	$135,300,000	N/A
Class F	$ 60,630,000	LF	$60,630,000	N/A
Class HRR	$ 46,370,000	LHRR	$46,370,000	N/A

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⁽¹⁾

The Lower-Tier Regular Interest and the Components of the Class X Certificates that correspond to any particular Class of Certificates also correspond to each other and, accordingly, constitute the (i) “Corresponding Lower-Tier Regular Interest” and (ii) “Corresponding Component” respectively, with respect to each other. The Component Notional Amount for each such Corresponding Component of the Class X Certificates shall at all times equal the then Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest.

The initial Certificate Balance of each of the Class R and Class LR Certificates is zero. Additionally, the Class R and Class LR Certificates do not have a Notional Amount. The Certificate Balance of any Class of Certificates outstanding at any time represents the maximum amount which holders thereof are entitled to receive as distributions allocable to principal from the cash flow on the Trust Loan and the other assets in the Trust Fund; provided, however, that in the event that amounts previously allocated as Realized Losses to a Class of Certificates in reduction of the Certificate Balance thereof are subsequently recovered (including, without limitation, after the reduction of the Certificate Balance of such Class to zero), such Class may receive distributions in respect of such recoveries in accordance with the priorities set forth in Section 4.01.

The foregoing REMIC structure is intended to cause all of the cash from the Trust Loan to flow through to the Upper-Tier REMIC as cash flow on the Upper-Tier REMIC regular interests, without creating any shortfall, actual or potential (other than for credit losses), to any REMIC regular interests. To the extent that the structure is believed to diverge from such intention, the parties identifying such ambiguity shall notify the other parties hereto and the parties involved will resolve such ambiguities to accomplish the intended result and will, to the extent necessary, rectify any drafting errors or seek clarification to the structure without Certificateholder approval (but with guidance of counsel) to accomplish such intention, including, to the extent necessary, making any amendments in accordance with Section 10.08.

As of the Cut-off Date, the Trust Loan has a Stated Principal Balance equal to approximately $750,000,000.

In consideration of the mutual agreements herein contained, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the other parties hereto hereby agree as follows:

Article I

DEFINITIONS

Section 1.01 Defined Terms. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the meanings specified in this Article.

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

“17g-5 Information Provider’s Website”: The internet website of the 17g-5 Information Provider, initially located at xxx.xxxxxxx.xxx, under the “NRSRO” tab of the respective transaction, access to which is limited to NRSROs who have provided an NRSRO Certification to the 17g-5 Information Provider.

“30/360 Basis”: The accrual of interest calculated on the basis of a 360-day year consisting of twelve 30-day months.

“AB Modified Loan”: Any Corrected Loan (a) that became a Corrected 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 either an A note held by the Trust or the original unmodified Trust Loan and (b) as to which an Appraisal Reduction Amount is not in effect.

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“Acceptable Insurance Default”: With respect to the Whole Loan, any Default arising when the Loan Documents require that the Borrower must maintain standard extended coverage casualty insurance or other insurance that covers acts of terrorism and the Special Servicer has determined, in accordance with the Servicing Standard, that either (a) such insurance is not available at commercially reasonable rates and the subject hazards are not at the time commonly insured against for properties similar to the Property and located in or around the geographic region in which the Property is located (but only by reference to such insurance that has been obtained by such owners at current market rates), or (b) such insurance is not available at any rate. In making this determination, the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an insurance consultant (such expense to be advanced as a Property Advance).

“Accrued AB Loan Interest”: With respect to any AB Modified Loan and any date of determination, accrued and unpaid interest that remains unpaid with respect to the new junior note(s) of such AB Modified Loan.

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

“Actual/360 Basis”: The accrual of interest calculated on the basis of the actual number of days elapsed during any calendar month (or other applicable accrual period) in a year assumed to consist of 360 days.

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

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

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

“Additional Servicer”: Each Affiliate of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Loan Sellers or the Initial Purchasers (other than an Affiliate of any such party acting in the capacity of a Sub-Servicer), that services the Trust Loan, and each Person, other than the Special Servicer, who is not an Affiliate of any of the Servicer, the Certificate Administrator, the Trustee, the Loan Sellers or the Initial Purchasers, who services 10% or more of the Trust Loan (based on its Stated Principal Balance).

“Additional Trust Fund Expense”: Any extraordinary expense incurred with respect to the Trust Fund (including interest on Advances (to the extent such amounts cannot be paid from Default Interest or late payment fees on the Whole Loan), Special Servicing Fees, Liquidation Fees and Workout Fees) and not otherwise treated as a Realized Loss that would result in the Holders of any Class of Regular Certificates receiving less than the full amount of principal and/or the Interest Distribution Amount to which they are entitled on any Distribution Date. Expenses incurred as a result of the exercise of the Servicer or Special Servicer, as applicable, of any right granted under the Loan Documents to obtain terrorism insurance in the event that the Borrower (a) is not required to purchase such terrorism insurance or (b) is only required to purchase terrorism insurance up to a cap shall be an Additional Trust Fund Expense.

“Administrative Advance”: As defined in Section 4.07(c).

“Administrative Fee Rate”: The percentage rate per annum equal to the sum of (a) the Servicing Fee Rate, (b) the Trustee/Certificate Administrator Fee Rate, (c) the CREFC^® License Fee Rate and (d) the

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Operating Advisor Fee Rate. The Administrative Fee Rate is equal to 0.01220% per annum and accrues on the same basis as interest accrues on the Whole Loan.

“Advance”: Any P&I Advance, Property Advance or Administrative Advance.

“Advance Interest Amount”: Interest at the Advance Rate on the aggregate amount of P&I Advances, Property Advances and Administrative Advances for which the Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the date on which such Advance was made to the date of payment or reimbursement of the related Advance or other such amount, less any amount of interest previously paid on such Advance; provided that if, during any Collection Period in which an Advance was made, the Borrower makes a payment of an amount in respect of which such Advance was made with interest at the Default Rate or a late payment fee, the Advance Interest Amount payable to the Servicer or the Trustee shall be paid first, from Default Interest and late payment fees in the manner set forth in Section 9(d) of the Co-Lender Agreement, and then, upon determining in accordance with the Servicing Standard that such Advance Interest Amount is not recoverable from such amounts from other amounts on deposit in the Collection Account.

“Advance Rate”: A per annum rate equal to the Prime Rate. Interest at the Advance Rate will accrue from (and including) the date on which the related Advance is made or the related expense incurred to (but excluding) the date on which such amounts are recovered out of amounts received on the Trust Loan as to which such Advances were made or servicing expenses incurred or the first Servicer Remittance Date after a determination of non-recoverability, as the case may be, is made; provided that such interest at the Advance Rate will continue to accrue to the extent funds are not available in the Collection Account for such reimbursement of such Advance.

“Adverse REMIC Event”: Any action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (a) cause either Trust REMIC to fail to qualify as a REMIC or (b) result in the imposition of a tax upon either Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from foreclosure property”).

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

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

“Affiliated Person”: Any Person (other than a Rating Agency) involved in the organization or operation of the Depositor or an affiliate, as defined in Rule 405 of the Act, of such Person.

“Agent Member”: Members of, or Depository Participants in, the Depository.

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

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

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“Anticipated Final Termination Date”: Any Distribution Date on which it is anticipated that the Trust Fund will be terminated pursuant to Section 9.01(c).

“Applicable Fitch Permitted Investment Rating”: (a) in the case of such investments with maturities of thirty (30) days or less, the short-term debt obligations of which are rated at least “F1” by Fitch or the long-term debt obligations of which are rated at least “A” by Fitch, and (b) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch.

“Applicable KBRA Permitted Investment Rating”: (a) In the case of such investments with maturities of thirty (30) days or less, the short-term obligations (or, if applicable, deposit accounts) of which are rated at least “K3” by KBRA or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “BBB-” by KBRA, (b) in the case of such investments with maturities of three months or less, but more than thirty (30) days, the short-term obligations (or, if applicable, deposit accounts) of which are rated at least “K3” by KBRA or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “BBB-” by KBRA, (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 at least “K1” by KBRA or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “A-” by KBRA, (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 at least “K1” by KBRA or the long-term obligations (or, if applicable, deposit accounts) of which are rated “A-” by KBRA.

“Applicable Law”: As defined in Section 8.02(f).

“Applicable Procedures”: As defined in Section 5.02(c)(ii)(A).

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

“Appraisal”: With respect to the Property or the REO Property, an appraisal of such Property or REO Property, conducted by an Independent MAI appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent MAI appraiser as having been prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute with an “MAI” designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as the Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an initial “Appraisal” has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be considered an “Appraisal” hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include a valuation using the “income capitalization – discounted cash flow approach” and set forth the discount rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations under this Agreement requiring that a “value” or “appraised value” be used with respect to the Property or the REO 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).

“Appraisal Reduction Amount”: For any Distribution Date as to which an Appraisal Reduction Event has occurred, an amount calculated by the Servicer by the first Determination Date that is at least ten (10) Business Days following the date the Servicer receives from the Special Servicer the required Appraisal (and thereafter by the first Determination Date following any change in the amounts set forth in

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the following equation) and receipt of any additional relevant information from the Special Servicer equal to the excess, if any, of (a) the sum of (without duplication) (i) the Stated Principal Balance of the Whole Loan, plus (ii) to the extent not previously advanced by the Servicer, the Trustee, the Other Servicer or the Other Trustee, all unpaid interest on the Whole Loan at a per annum rate equal to the Whole Loan Rate, plus (iii) all unreimbursed Advances, and all unpaid interest on Advances at the Advance Rate in respect of the Trust Loan or the Companion Loan, plus (iv) any other unpaid Additional Trust Fund Expenses of the Trust and all unreimbursed monthly debt service advances made by the master servicer or the trustee under any Companion Loan securitization and interest thereon in respect of the Whole Loan, plus (v) all currently due and unpaid real estate taxes, ground rents and assessments and insurance premiums (net of any escrows and reserves therefor) and all other amounts (excluding principal, Default Interest, late charges, penalty charges, exit fees, Prepayment Premiums and any similar amounts) due and unpaid with respect to the Whole Loan (which taxes, premiums (net of any escrows and reserves therefor) and other amounts that have not been the subject of an Advance by the Servicer or the Trustee, as applicable), over (b) the sum of (without duplication) (i) 90% of the appraised value (net of any prior mortgage liens) of the Property as determined by an Updated Appraisal obtained by the Special Servicer (the costs of which shall be paid by the Servicer as a Property Advance) minus, solely for purposes of determining the amount by which P&I Advances or monthly debt service advances under any Companion Loan securitization made by the Servicer or Other Servicer with respect to the Trust Loan or the Companion Loan, as applicable, is to be reduced, any downward adjustments the Special Servicer deems appropriate in accordance with the applicable Servicing Standard (without implying any duty to do so) based upon its review of the Appraisal and any other information it may deem appropriate, plus (ii) all escrows, letters of credit and reserves (other than escrows and reserves for taxes, ground rents, assessments and insurance), plus (iii) all insurance and casualty proceeds and condemnation awards that constitute collateral for the Whole Loan (whether paid or then payable by any insurance company or government authority); provided, that the Appraisal Reduction Amount shall be reduced to zero as of the date the Whole Loan becomes a Corrected Loan; provided, further, that without limiting the Special Servicer’s obligation to order and obtain such Appraisal, if the Special Servicer has not obtained an Appraisal or an Updated Appraisal, as applicable, referred to above within sixty (60) days of the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, within thirty (30) days of such Appraisal Reduction Event), solely for purposes of determining the amount by which P&I Advances or monthly debt service advances under any Companion Loan securitization made by the Servicer or Other Servicer with respect to the Trust Loan or the Companion Loan, as applicable, are to be reduced (and not for the purpose of determining whether a Subordinate Control Period or Subordinate Consultation Period has occurred and is continuing or for reducing the Voting Rights of Certificateholders), the Appraisal Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the Whole Loan until such time as such Updated Appraisal referred to above is received and the Appraisal Reduction Amount is calculated (an “Assumed Appraisal Reduction Amount”).

Notwithstanding anything herein to the contrary, the aggregate Appraisal Reduction Amount related to the Whole Loan or the REO Property will be reduced to zero as of the date the Whole Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust Fund. In addition, to the extent an Appraisal Reduction Event has occurred, the Whole Loan shall no longer be subject to the Appraisal Reduction Amount if (a) the Whole Loan has become a Corrected Loan (if a Servicing Transfer Event had occurred with respect to the Whole Loan) or (b) an Updated Appraisal is obtained and after giving effect thereto, no Appraisal Reduction Amount exists; provided that in case of either of clause (a) or (b), no other Appraisal Reduction Event has occurred and is continuing. The Trust Loan and the Companion Loan shall be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with respect to the mortgage loans that comprise such Whole Loan. Any Appraisal Reduction Amount in respect of the Whole Loan shall be allocated first, to the Junior Notes up to the full outstanding principal balances thereof, pro rata, and second, to the Senior Notes up to the full outstanding principal balances thereof, pro rata.

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“Appraisal Reduction Event”: With respect to the Whole Loan, on the earliest of the following (a) the date on which the Whole Loan becomes a Modified Loan, (b) the 90th day following the occurrence of any uncured Delinquency in Monthly Payments, (c) receipt of notice that the Borrower has filed a bankruptcy petition or the date on which a receiver is appointed and continues in such capacity in respect of the Property or the 60th day after the Borrower becomes the subject of involuntary bankruptcy proceedings and such proceedings are not dismissed in respect of the Property, (d) the date on which the Property becomes an REO Property and (e) a payment default shall have occurred with respect to the related Balloon Payment; provided, however, that for purposes of clause (e) above, if (i) the Borrower is diligently seeking a refinancing commitment or sale of the Property (and delivers a statement to that effect to the Servicer within thirty (30) days after the default, which shall promptly deliver a copy to the Special Servicer), (ii) the Borrower continues to make the Assumed Scheduled Payment and (iii) no other Appraisal Reduction Event has occurred with respect to the Whole Loan, then an Appraisal Reduction Event will not occur until sixty (60) days beyond the Maturity Date, unless extended by the Special Servicer in accordance with the Loan Documents or this Agreement; and provided, further, that if the Borrower has delivered to the Servicer (which shall promptly deliver a copy to the Special Servicer) on or before the 60th day after the Maturity Date, a refinancing commitment, letter of intent or otherwise binding application for refinancing or similar document, in each case from a lender reasonably acceptable to the Servicer, or a signed purchase agreement reasonably acceptable to the Servicer, and the Borrower continues to make the Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to the Whole Loan), an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the related Maturity Date (or extended Maturity Date) and (2) the termination of such refinancing commitment, letter of intent or otherwise binding application for refinancing or similar document. The Special Servicer shall notify the Servicer promptly upon the occurrence of any of the foregoing events if the Whole Loan is a Specially Serviced Loan.

“Appraised-Out Class” As defined in Section 4.08(b).

“Asset Status Report”: As defined in Section 3.23(e).

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

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

“Assignment of Mortgage”: An assignment of Mortgage without recourse, notice of transfer or equivalent instrument, in recordable form, which is sufficient under the laws of the jurisdiction in which the Property is located to reflect of record the sale of the Mortgage.

“Assumed Scheduled Payment”: If the Trust Loan is delinquent in respect of its Balloon Payment (including any REO Loan), an amount equal to the sum of (a) the principal portion, if any, of the Monthly Payment that would have been due on the Trust Loan on the related Due Date (or portion thereof not received), based on the constant payment required by the Trust Notes or, if applicable, the amortization or payment schedule thereof (as calculated with interest at the Trust Note Rate), assuming such Balloon Payment had not become due, after giving effect to any prior modification, and (b) interest at the Trust Note Rate minus the applicable Servicing Fee Rate.

“Assumption Fees”: Any fees (other than assumption application fees) collected by the Servicer or the Special Servicer in connection with an assumption of the Whole Loan or related substitution of the

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Borrower (or an interest therein) thereunder (in each case, as permitted or set forth in the Loan Documents or under the provisions of this Agreement).

“Authenticating Agent”: Any authenticating agent appointed by the Certificate Administrator pursuant to Section 3.18.

“Available Funds”: For any Distribution Date the sum of (a) all previously undistributed Monthly Payments or other receipts on account of principal and interest on or in respect of the Trust Loan (including Unscheduled Payments and Net REO Proceeds, if any, transferred from an REO Account pursuant to Section 3.15(b)) received by or on behalf of the Servicer in the Collection Period relating to such Distribution Date, (b) all P&I Advances made by the Servicer or the Trustee, as applicable, in respect of the Trust Loan as of such Distribution Date, (c) all other amounts received by the Servicer in the Collection Period and required to be deposited in the Collection Account by the Servicer pursuant to 3.05, (d) without duplication, any late Monthly Payments on the Trust Loan received after the end of the Collection Period relating to such Distribution Date but prior to the close of business on the Business Day prior to the related Servicer Remittance Date, (e) any Servicer Prepayment Interest Shortfall Amount remitted by the Servicer to the Collection Account, (f) with respect to the Distribution Date in March of each calendar year (or February if the final Distribution Date occurs in such month), the Withheld Amounts then on deposit in the Interest Reserve Account by the Certificate Administrator in accordance with Section 3.05; but excluding (without duplication) the following (in no order of priority), and (g) solely with respect to the Distribution Date occurring in December 2020, the Initial Deposit Amount:

(a) all amounts permitted to be used to reimburse the Servicer or the Trustee, as applicable, for previously unreimbursed Advances and interest thereon as described in Section 3.06;

(b) the aggregate amount of the Servicing Fee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee, the CREFC^®License Fee, the Special Servicing Fee, fees for primary servicing functions, Prepayment Interest Excess (net of any Prepayment Interest Shortfall), Net Default Interest, late payment fees (to the extent not applied to the reimbursement of Advance Interest Amounts and/or Additional Trust Fund Expenses as provided in Section 3.06), Workout Fees, Liquidation Fees, Assumption Fees, Modification Fees, loan service transaction fees, Permitted Special Servicer/Affiliate Fees, defeasance fees, demand fees, beneficiary statement charges and similar fees on the Trust Loan payable to the Servicer, the Special Servicer, the Certificate Administrator and the Trustee, together with interest on Advances to the extent provided herein, and reinvestment earnings on payments received for the Trust Loan (in the case of all of the foregoing, which the Servicer, the Special Servicer, the Certificate Administrator or the Trustee is entitled to retain as Servicing Compensation, Special Servicing Compensation or other compensation, as applicable, and is allocable to the Trust Loan), in each case in respect of such Distribution Date;

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

(d) all amounts representing scheduled Monthly Payments on the Trust Loan due after the related Due Date;

(e) to the extent permitted hereunder, that portion of Net Liquidation Proceeds, Net Insurance Proceeds and Net Condemnation Proceeds with respect to the Trust Loan which represents any unpaid Servicing Fee, Servicing Compensation, Special Servicing Compensation, Trustee/Certificate Administrator Fee, the Operating Advisor Fee and CREFC^® License Fee, to which the Servicer, the Special Servicer, any Sub-Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and/or CREFC^®, as the case may be, are entitled and is allocable to the Trust Loan;

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(f) all amounts representing certain fees and expenses, including indemnity amounts, reimbursable or payable to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator (in all of its capacities under this Agreement), the Custodian or the Trustee and other amounts permitted to be retained by the Servicer or withdrawn by the Servicer from the Collection Account to the extent expressly set forth in this Agreement (including, without limitation, as provided in Section 3.06 and including any indemnities provided for herein), including interest thereon as expressly provided in this Agreement (to the extent allocable to the Trust Loan);

(g) any interest or investment income on funds on deposit in the Collection Account or any interest on Permitted Investments in which such funds may be invested;

(h) all amounts received with respect to the Trust Loan if previously purchased or repurchased from the Trust Fund pursuant to Section 2.03(e), Section 3.16 or Section 9.01 or the Trust Loan Purchase Agreements or any mezzanine loan intercreditor agreement during the related Collection Period and subsequent to the date as of when the Trust Loan was purchased or repurchased;

(i) the amount reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC under the circumstances and to the extent described in Section 4.05;

(j) Prepayment Premiums; and

with respect to the Distribution Date occurring in (A) January of each calendar year that is not a leap year and (B) February of each calendar year, in each case, unless such Distribution Date is the final Distribution Date, the Withheld Amounts deposited into the Interest Reserve Account by the Certificate Administrator in accordance with Section 3.05(f). For the avoidance of doubt, Available Funds will not include any amounts allocable to the Companion Loan under the Co-Lender Agreement.

“Balloon Payment”: With respect to the Trust Loan or Whole Loan, as applicable, the scheduled payment of principal due on the Maturity Date (less, principal included in the applicable amortization schedule or scheduled Monthly Payment).

“BANA”: As defined in the Preliminary Statement.

“BANA Indemnification Agreement”: The agreement dated as of the Pricing Date, among BANA, the Depositor and the Initial Purchasers.

“BANA Trust Loan Purchase Agreement”: The Trust Loan Purchase Agreement dated and effective the Closing Date, between BANA and the Depositor.

“Base Interest Fraction”: With respect to any Principal Prepayment on the Trust Loan and for:

(a) any of the Class A, Class B, Class C, Class D, Class E and Class F Certificates with a Pass-Through Rate equal to either the Net Trust Note Rate or the Net Trust Note Rate less a specified rate shall be a fraction (not greater than one) (i) the numerator of which is the greater of zero and the amount, if any, by which (A) the Pass-Through Rate on such Class of Certificates, exceeds (B) the yield rate (as provided by the Servicer) used in calculating the Prepayment Premiums with respect to such Principal Prepayment and (ii) the denominator of which is the amount, if any, by which (A) the Net Trust Note Rate exceeds (B) the Discount Rate (as provided by the Servicer) used in calculating the Prepayment Premiums with respect to such Principal Prepayment; provided that if such Discount Rate is greater than or equal to the Net Trust Note Rate, then the Base Interest Fraction shall be zero; provided, further, that if such yield rate

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is greater than or equal to the Net Trust Note Rate, but less than the Pass-Through Rate described in clause (i)(A) above, then the Base Interest Fraction shall be one; and

(b) any of the Class A, Class B, Class C, Class E and Class F Certificates with a Pass-Through Rate equal to a fixed per annum rate, shall be a fraction (not greater than one) (i) the numerator of which is the greater of zero and the amount, if any, by which (A) the Pass-Through Rate on such Class of Certificates, exceeds (B) the yield rate (as provided by the Servicer) used in calculating the Prepayment Premiums with respect to such Principal Prepayment and (ii) the denominator of which is the amount, if any, by which (A) the Trust Note Rate (net of the Administrative Fee Rate) multiplied by 365/360 exceeds (B) the Discount Rate (as provided by the Servicer) used in calculating the Prepayment Premiums with respect to such Principal Prepayment; provided that if such Discount Rate is greater than or equal to the amount set forth in clause (ii)(A) above, then the Base Interest Fraction shall be zero; provided, further, that if such yield rate is greater than or equal to the amount set forth in clause (ii)(A) above, but less than the Pass-Through Rate described in clause (i)(A) above, then the Base Interest Fraction shall be one.

To the extent that the “yield rate” referred to in the immediately preceding paragraph to be provided by the Servicer is not provided in the related Loan Documents, such “yield rate” shall be, when compounded monthly, equivalent to the yield, on the U.S. Treasury primary issue with a maturity date closest to the Maturity Date for the Trust Loan. If there are: (x) two or more U.S. Treasury issues with the same coupon the issue with the lower yield shall be selected and (y) two or more U.S. Treasury issues with maturity dates equally close to the Maturity Date for the Trust Loan, the issue with an earlier maturity date shall be selected.

“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) with respect to such Classes. Each of the Trustee, the Certificate Administrator, the Operating Advisor and the Servicer shall have the right to require, as a condition to acknowledging the status of any Person as a Beneficial Owner under this Agreement, that such Person executes an Investor Certification.

“Book-Entry Certificate” shall mean any Certificate registered in the name of the Depository or its nominee.

“Borrower”: 0000 0^xx Xxxxxx Owner LLC, a Delaware limited liability company (or the successor in interest to the foregoing under the Loan Agreement).

“Borrower Accounts”: As defined in Section 3.07(a).

“Borrower Related Party”: Any of (a) the Borrower, any Approved Mezzanine Borrower (as defined in the Loan Agreement), any SPE Component Entity (as defined in the Loan Agreement), any TRS Entity (as defined in the Loan Agreement), any Affiliated Manger, any Guarantor, or a Restricted Holder, (b) any other Person controlling or controlled by or under common control with the Borrower, any Approved Mezzanine Borrower, any SPE Component Entity, any TRS Entity, any Affiliated Manger, any Guarantor, or a Restricted Holder, as applicable, or (c) any other Person owning, directly or indirectly, 25% or more of the beneficial interests in the Borrower, any Approved Mezzanine Borrower, any SPE Component Entity, any TRS Entity, any Affiliated Manger, any Guarantor, or a Restricted Holder, as applicable. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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“Breach”: As defined in Section 2.03(e).

“Business Day”: Any day other than (a) a Saturday or a Sunday, (b) a legal holiday in New York, New York, Concord, California, Charlotte, North Carolina, or any principal city in which the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor conduct servicing, trust administration or surveillance operations, or (c) any day on which the Federal Reserve Bank of New York or banking institutions or savings associations in New York, New York, Concord, California, Charlotte, North Carolina or any principal city in which the Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor are located or conducts servicing, trust administration, certificate transfers or surveillance operations are authorized or obligated by law or executive order to be closed.

“Calculation Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (a) for principal and interest payment on the Trust Loan or Whole Loan or sale of a Defaulted Mortgage Loan, the highest of (i) the rate determined by the Servicer or Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Borrower on similar non-defaulted debt of the Borrower as of such date of determination, (ii) the Trust Note Rate or Whole Loan Rate, as applicable, and (iii) the yield on 10-year U.S. treasuries as of such date of determination and (b) for all other cash flows, including property cash flow, the “discount rate” set forth in the most recent Appraisal (or Updated Appraisal).

“Cash Collateral Account”: Any account or accounts created pursuant to a Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan Document into which the Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee, on behalf of the Certificateholders and the Companion Loan Holder, as successor to the Loan Sellers. Any Cash Collateral Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions of the Loan Agreement and Section 3.07, which Person shall be taxed on all reinvestment income or gain thereon in accordance with the terms of the Loan Agreement. The Servicer shall be permitted to make withdrawals therefrom for deposit into the Collection Account. To the extent not inconsistent with the terms of the related Loan Documents, the Cash Collateral Account shall be an Eligible Account.

“Cash Collateral Account Agreement”: The cash collateral account agreement between the Originators and the Borrower, pursuant to which the Cash Collateral Account, if any, may have been established.

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

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

“Certificate Administrator”: Xxxxx Fargo Bank, National Association, a national banking association, in its capacity as Certificate Administrator, or its successor in interest, or any successor certificate administrator appointed as herein provided. Xxxxx Fargo Bank, National Association will perform the certificate administrator role through its Corporate Trust Services division (including, as applicable, any agents or affiliates utilized thereby).

“Certificate Administrator’s Website”: The internet website of the Certificate Administrator, initially located at xxx.xxxxxxx.xxx.

“Certificate Balance”: With respect to any Class of Principal Balance Certificates (a) on or prior to the first Distribution Date, an amount equal to the aggregate initial Certificate Balance of such Class, as

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specified in the Preliminary Statement to this Agreement and (b) as of any date of determination after the first Distribution Date, the Certificate Balance of such Class of Principal Balance Certificates on the Distribution Date immediately prior to such date of determination less any distributions allocable to principal and any allocations of Realized Losses made thereon on such prior Distribution Date.

“Certificate Custodian”: Initially, the Certificate Administrator performing its duties hereunder through its Document Custody division; thereafter, any other Certificate Custodian acceptable to the Depository and selected by the Certificate Administrator.

“Certificate Interest Accrual Period”: With respect to any Class of Certificates and 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 5.02.

“Certificateholder”: The Person whose name a Certificate is registered in the Certificate Register, subject to the following:

(a) except as provided in clauses (b) and (d), solely for the purpose of giving any consent or taking any action pursuant to this Agreement, any Certificate beneficially owned by (i) the Depositor, the Servicer, the Special Servicer (in its individual capacity), the Operating Advisor, the Certificate Administrator, the Trustee (in its individual capacity) or any Person known to a Responsible Officer of the Certificate Registrar to be an Affiliate of any of the foregoing parties or (ii) any Borrower Related 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;

(b) for purposes of obtaining the consent of Certificateholders to an amendment of this Agreement, any Certificates beneficially owned by the Servicer or the Special Servicer or an Affiliate thereof shall be deemed to be outstanding for all purposes if such amendment does not relate to the increase in compensation or material reduction in obligations of the Servicer or the Special Servicer in any material respect, provided that if such amendment does relate to such matters, such Certificates shall be deemed not to be outstanding with respect to such matters;

(c) for purposes of obtaining the consent of Certificateholders (other than the Controlling Class Certificateholders or the Directing Holder) to any action proposed to be taken by the Special Servicer with respect to the Whole Loan, any Certificates beneficially owned by the Special Servicer or an Affiliate thereof shall be deemed not to be outstanding; and

(d) for purposes of providing or distributing any reports, statements or other information required or permitted to be provided to a Certificateholder hereunder, a Certificateholder shall include any Beneficial Owner, or (subject to the execution of an Investor Certification) any Person identified by a Beneficial Owner as a prospective transferee of a Certificate beneficially owned by such Beneficial Owner, but only if the Certificate Administrator or another party hereto furnishing such report, statement or information has been provided with the name of the Beneficial Owner of the related Certificate or the Person identified as a prospective transferee thereof.

Notwithstanding anything to the contrary in this paragraph, the limitations set forth in the foregoing clauses (a), (b), (c) and (d) shall not be construed so as to limit or prevent a Controlling Class Certificateholder or the Directing Holder, solely based on it being an Affiliate of the Special Servicer, from exercising any appointment, consent, consultation or any other rights (including, without limitation, Voting Rights) it may have under this Agreement solely in its capacity as Controlling Class Certificateholder or

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Directing Holder (unless, for the avoidance of doubt, the Controlling Class Certificateholder or Directing Holder is a Borrower Related Party).

For purposes of the foregoing, the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Trustee, the Paying Agent or other such Person may rely, without limitation, on a Depository Participant listing from the Depository or statements furnished by a Person that on their face appear to be statements from a Depository Participant to such Person indicating that such Person beneficially owns Certificates.

“Certificateholder Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant to Section 3.22(b) (other than at the recommendation of the Operating Advisor), the holders of Principal Balance Certificates evidencing at least 66-⅔% of the aggregate Voting Rights (taking into account Realized Losses and the application of any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated to the Trust Loan to notionally reduce the Certificate Balances of the Principal Balance Certificates) of all Principal Balance Certificates on an aggregate basis.

“Certification Parties”: As defined in Section 11.11.

“Certifying Certificateholder”: A Certificateholder or Beneficial Owner of a Certificate that has provided the Certificate Administrator with an executed Investor Certification.

“Certifying Person”: As defined in Section 11.11.

“Certifying Servicer”: As defined in Section 3.27.

“Class”: All of the Certificates bearing the same alphabetical or alphanumeric Class designation or each separately designated Lower-Tier Regular Interest.

“Class A Certificate”: Any one of the Certificates with a “Class A” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-1 to this Agreement.

“Class A Pass-Through Rate”: A per annum rate equal to 2.347000% for the related Distribution Date.

“Class B Certificate”: Any one of the Certificates with a “Class B” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-3 to this Agreement.

“Class B Pass-Through Rate”: A per annum rate equal to 2.600000% for the related Distribution Date.

“Class C Certificate”: Any one of the Certificates with a “Class C” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-4 to this Agreement.

“Class C Pass-Through Rate”: A per annum rate equal to the Net Trust Note Rate for the related Distribution Date.

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“Class D Certificate”: Any one of the Certificates with a “Class D” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-5 to this Agreement.

“Class D Pass-Through Rate”: A per annum rate equal to the Net Trust Note Rate for the related Distribution Date.

“Class E Certificate”: Any one of the Certificates with a “Class E” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-6 to this Agreement.

“Class E Pass-Through Rate”: A per annum rate equal to the Net Trust Note Rate for the related Distribution Date.

“Class F Certificate”: Any one of the Certificates with a “Class F” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-7 to this Agreement.

“Class F Pass-Through Rate”: A per annum rate equal to the Net Trust Note Rate for the related Distribution Date.

“Class HRR Certificate”: Any one of the Certificates with a “Class HRR” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-8 to this Agreement.

“Class HRR Pass-Through Rate”: A per annum rate equal to the Net Trust Note Rate for the related Distribution Date.

“Class Interest Shortfall”: With respect to any Distribution Date (subsequent to the initial Distribution Date) for any Class of Regular Certificates, the excess, if any, of (a) the Interest Distribution Amount and any Class Interest Shortfall for such Class of Regular Certificates for the immediately preceding Distribution Date over (b) all distributions of interest made on such Class of Regular Certificates on the immediately preceding Distribution Date. No interest shall accrue on any Class Interest Shortfall. The Class Interest Shortfall for each Class of Regular Certificates for the initial Distribution Date shall be zero.

“Class LA Interest”, “Class LB Interest”, “Class LC Interest”, “Class LD Interest”, “Class LE Interest”, “Class LF Interest” and “Class LHRR Interest”: Each, a regular interest in the Lower-Tier REMIC entitled to monthly distributions payable thereto pursuant to Section 4.01.

“Class LR Certificate”: Any one of the Certificates with a “Class LR” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-9 to this Agreement. The Class LR Certificates have no Pass-Through Rate, Certificate Balance.

“Class R Certificate”: Any one of the Certificates with a “Class R” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-10 to this Agreement. The Class R Certificates have no Pass-Through Rate or Certificate Balance.

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“Class X Certificates”: Any one of the Certificates with a “Class X” designation on the face thereof, executed and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form of Exhibit A-2 to this Agreement.

“Class X Component”: Each of Component XA and Component XB.

“Class X Notional Amount”: As of any date of determination, the aggregate then Component Notional Amount of the Class X Components.

“Class X Pass-Through Rate”: With respect to any Distribution Date, a variable rate per annum equal to the weighted average of the Class X Strip Rates for each Class X Component for such Distribution Date (adjusted to accrue, if necessary, on a 30/360 Basis), wighted on the basis of the respective Lower-Tier Principal Balances outstanding immediately prior to such Distribution Date. The Class X Pass-Through Rate for the initial Distribution Date is approximately 0.300912% per annum.

“Class X Strip Rate”: With respect to each Class X Component for any Distribution Date, the excess, if any, of (a) the Net Trust Note Rate for such Distribution Date over (b) the Pass-Through Rate of the Class of Corresponding Certificates.

“Clearstream”: Clearstream Banking, S.A.

“Closing Date”: November 18, 2020.

“CMBS”: Commercial mortgage-backed securities.

“Co-Lender Agreement”: The co-lender agreement, dated as of November 18, 2020, among BANA, JPMCB, Column and DBRI.

“Code”: The Internal Revenue Code of 1986, as amended from time to time, any successor statute thereto, and any temporary or final regulations of the United States Department of the Treasury promulgated pursuant thereto.

“Collateral Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, an amount equal to the excess of (a) the Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) and any pari passu notes included therein), over (b) the sum of (solely to the extent allocable to the Trust Loan) (i) the most recent appraised value for the Property, plus (ii) 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 Whole Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the Property, plus (iii) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (ii)) held by the lender in respect of such AB Modified Loan as of the date of such determination. The Special Servicer and the Certificate Administrator will be entitled to conclusively rely on the Servicer’s calculation or determination of any Collateral Deficiency Amount.

“Collection Account”: The trust account, accounts or sub-accounts created and maintained by the Servicer pursuant to Section 3.05(a), which shall be entitled “Xxxxx Fargo Bank, National Association, as Servicer, on behalf of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates, Series 2020-GRCE, Collection Account” and “Xxxxx Fargo Bank, National Association, as Servicer, for the benefit of the Companion Loan Holders, relating to the Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates, Series 2020-GRCE, Collection Account” and each of which must be an Eligible Account.

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“Collection Period”: With respect to any Distribution Date, the period that begins immediately following the Determination Date in the calendar month preceding the month in which such Distribution Date occurs (or, in the case of the initial Distribution Date, immediately following the Cut-off Date) and ending at the close of business on such Determination Date in the calendar month in which the Distribution Date occurs.

“Column”: As defined in the Preliminary Statement.

“Column Indemnification Agreement”: The agreement dated as of the Pricing Date, among COLUMN, the Depositor and the Initial Purchasers.

“Column Trust Loan Purchase Agreement”: The Trust Loan Purchase Agreement dated and effective the Closing Date, between Column and the Depositor.

“Commission”: The Securities and Exchange Commission.

“Companion Loan”: As defined in the Preliminary Statement. As of the date hereof, the Companion Loan has an outstanding principal balance as of the Closing Date of $500,000,000.

“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”: Any holder of a Companion Loan.

“Companion Loan Rating Agency”: With respect to a 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 Register”: As defined in Section 3.31(b).

“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).

“Companion Loan Service Provider”: With respect to any Companion Loan that has been deposited into a securitization trust, the related Other Trustee, Other Servicer, Other Special Servicer, any sub-servicer and any other Person that makes principal and/or interest advances in respect of such Companion Loan pursuant to the related Other Pooling and Servicing Agreement.

“Component”: Each of the Component XA and the Component XB.

“Component Notional Amount”: With respect to each Component and any date of determination, an amount equal to the then Lower-Tier Principal Balance of such Component’s Corresponding Lower-Tier Regular Interest.

“Component XA”: The component of the Class X Certificates having a Component Notional Amount equal to the then current Lower-Tier Principal Balance of Lower-Tier Regular Interest LA as of any date of determination.

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“Component XB”: The component of the Class X Certificates having a Component Notional Amount equal to the then current Lower-Tier Principal Balance of Lower-Tier Regular Interest LB as of any date of determination.

“Condemnation Proceeds”: Any awards resulting from the full or partial condemnation or any eminent domain proceeding or any conveyance in lieu or in anticipation thereof with respect to the Property by or to any governmental, quasi-governmental authority or private entity with condemnation powers (other than amounts to be applied to the restoration, preservation or repair of the Property or released to the Borrower in accordance with the terms of the REMIC Provisions and the Whole Loan).

“Conflicted Controlling Class Holder”: The Directing Holder or any Controlling Class Certificateholder, as applicable, that becomes a Borrower Related Party. Immediately upon obtaining actual knowledge of any such party becoming a “Conflicted Controlling Class Holder”, the Directing Holder or Controlling Class Certificateholder, as applicable, shall not be considered a Privileged Person and shall provide notice in the form of Exhibit L-1-D hereto to the Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which such notice shall be physically delivered in accordance with Section 10.05 and shall specifically identify the Conflicted Controlling Class Holder. As of the Closing Date, the Directing Holder is not a Conflicted Controlling Class Holder.

“Controlling Class”: The most subordinate of the Class F or Class HRR Certificates so long as such Class has an outstanding Certificate Balance (as reduced by any principal payments and Realized Losses and notionally reduced by any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated to the Trust Loan and allocable to such Class) that is equal to or greater than 25% of the initial Certificate Balance of such Class. If neither the Class F or the Class HRR Certificates satisfy the preceding requirement, then there will be no Controlling Class. No other Class of Certificates shall be eligible to act as the Controlling Class. No Holder of Certificates of the Controlling Class that is a Borrower Related Party shall (a) be permitted to appoint the Directing Holder or (b) be entitled to exercise any consent, consultation or direction rights that may otherwise be exercised by a holder of Certificates of the Controlling Class. Notwithstanding anything to the contrary, neither the Depositor nor any Affiliate thereof may serve as the Controlling Class Certificateholder, and solely for purposes of determining the identity of or selecting the Directing Holder, any portion of the Controlling Class held by the Depositor or any Affiliate thereof shall be deemed not to be outstanding. The Controlling Class as of the Closing Date will be the Class HRR Certificates.

“Controlling Class Certificateholder”: Each Holder (or Beneficial Owner, if applicable) of the Controlling Class of Certificates, as determined by the Certificate Registrar from time to time in accordance with the terms of Section 6.07(a).

“Corporate Trust Office”: (a) With respect to the Trustee, the corporate trust office of Wilmington Trust, National Association, initially located at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: CMBS – Grace 2020-GRCE, or the principal trust office of any successor trustee qualified and appointed pursuant to this Agreement; and (b) With respect to the Certificate Administrator, located at 0000 Xxx Xxxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000. Attention: Corporate Trust Services - Grace 2020-GRCE, or, in the case of any surrender, transfer or exchange, at Xxxxx Fargo Bank, National Association, 000 Xxxxx 0^xx Xxxxxx, 0^xx Xxxxx, MAC N9300-070, Xxxxxxxxxxx, Xxxxxxxxx 00000, Attention: CTS - Certificate Transfer Services, Grace Trust 2020-GRCE, or the principal trust office of any successor certificate administrator qualified and appointed pursuant to this Agreement.

“Corrected Loan”: As defined under the definition of Specially Serviced Loan.

“Corresponding Certificates”: As defined in the Preliminary Statement with respect to any Corresponding Lower-Tier Regular Interest or any Corresponding Component.

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“Corresponding Component”: As defined in the Preliminary Statement with respect to any Class of Corresponding Certificates or any Corresponding Lower Tier Regular Interest.

“Corresponding Lower-Tier Regular Interest”: As defined in the Preliminary Statement with respect to any Class of Corresponding Certificates or any Corresponding Component.

“Credit Risk Retention Affiliate” or “Credit Risk Retention Affiliated”: As “affiliate” or “affiliated” are defined in §246.2 of the Credit Risk Retention Rules.

“Credit Risk Retention Rule”: The final rule that was promulgated to implement the credit risk retention requirements under Section 15G of the Exchange Act, as added by Section 941 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act (79 F.R. 77601; pages 77740-77766), as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the Department of Treasury, the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing Finance Agency, the Commission and the Department of Housing and Urban Development in the adopting release (79 F.R. 77601 et seq.) or by the staff of any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time to time.

“CREFC^®”: CRE Finance Council, formerly known as Commercial Mortgage Securities Association, 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, certificateholders, 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 whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other association or organization. If an organization or association described in one of the preceding sentences of this definition does not exist, “CREFC^®” shall be deemed to refer to such other association or organization as shall be selected by the Servicer and reasonably acceptable to the Certificate Administrator, the Trustee and the Special Servicer.

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

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

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

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

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“CREFC^®Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report” format substantially in the form of and containing the information called for therein for the Whole Loan, 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. In connection with preparing the CREFC^® Comparative Financial Status Report, the Servicer shall process (a) interim financial statements beginning with interim financial statements for the fiscal quarter ending March 2021, and (b) annual financial statements beginning with annual financial statements for the 2020 fiscal year (for the 2020 fiscal year, to the extent the Borrower provides sufficient information to report in accordance with CREFC^®guidelines).

“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 no later than ninety (90) days after its adoption, 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^®Financial File”: The data file in the “CREFC^® Financial File” format substantially in the form of and containing the information called for therein for the Whole Loan, 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. The initial data for this report shall be provided by the Loan Sellers.

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

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

“CREFC^®Historical Loan Modification/Forbearance and Corrected Loan Report”: The monthly report in the “Historical Loan Modification and Corrected Loan Report” format substantially in the form of and containing the information called for therein for the Whole Loan, 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^®Interest Shortfall Reconciliation Template”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Interest Shortfall Reconciliation Template” available and effective from time to time on the CREFC^® Website.

“CREFC^®Investor Reporting Package (CREFC^® IRP)”:

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

(b) The following eleven supplemental reports: (i) CREFC^® Delinquent Loan Status Report, (ii) CREFC^®Historical Loan Modification/Forbearance and Corrected Loan Report, (iii) CREFC^® REO Status Report, (iv) CREFC^® Operating Statement Analysis Report, (v) CREFC^® Comparative Financial Status Report, (vi) CREFC^® Servicer Watch List, (vii) CREFC^® Loan Level Reserve/LOC

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Report, (viii) CREFC^®NOI Adjustment Worksheet, (ix) CREFC^® Advance Recovery Report, (x) CREFC^® Total Loan Report and (xi) CREFC^® Reconciliation of Funds Report;

(c) the following eight templates: (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 Trustee Template and (viii) CREFC^®Significant Insurance Event Template; and

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

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

“CREFC^®License Fee”: With respect to the Trust Loan (including any REO Loan or the Trust Loan if it has been defeased) for any related Certificate Interest Accrual Period, the amount of interest accrued during such related Certificate Interest Accrual Period at the CREFC^® License Fee Rate on the same balance, in the same manner and for the same number of days as interest at the applicable Trust Note Rate accrued with respect to the Trust Loan during such related Certificate Interest Accrual Period is computed. Any payments of the CREFC^® License Fee shall be made to “CRE Finance Council” and delivered by wire transfer pursuant to the following instructions (or such other instructions as may hereafter be furnished by CREFC^® to the Servicer in writing at least two Business Days prior to the Servicer 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

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

“CREFC^®Loan Level Reserve/LOC Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Loan Level Reserve/LOC Report” available and effective from time to time on the CREFC^® Website.

“CREFC^®Loan Periodic Update File”: The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “CREFC^® Loan Periodic Update File” available and effective from time to time on the CREFC^® Website and; provided that each CREFC^® Loan Periodic Update File shall be accompanied by a CREFC^® Advance Recovery Report, if such report is required for a particular month, and all references herein to “CREFC^® Loan Periodic Update File” shall be construed accordingly.

“CREFC^®Loan Setup File”: The data file substantially in the form of, and containing the information called for in, the downloadable form of the “CREFC^® Loan Setup File” available and effective from time to time on the CREFC^® Website.

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

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“CREFC^®Operating Statement Analysis Report”: A report substantially in the form of, and containing the information called for in, the downloadable form of the “Operating Statement Analysis Report” available and effective from time to time on the CREFC^® Website.

“CREFC^®Property File”: The monthly data file substantially in the form of, and containing the information called for, in the downloadable form of the “CREFC^® Property File” available and effective from time to time on the CREFC^® Website.

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

“CREFC^®REO Status Report”: A monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “REO Status Report” available and effective from time to time on the CREFC^®Website.

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

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

“CREFC^®Special Servicer Loan File”: The monthly data file substantially in the form of, and containing the information called for in, the downloadable form of the “Special Servicer Loan File” available and effective from time to time on the CREFC^® Website.

“CREFC^®Supplemental Servicer Reports”: The CREFC^® Delinquent Loan Status Report, the CREFC^® Historical Loan Modification/Forbearance and Corrected Loan Report, the CREFC^® REO Status Report, the CREFC^®Servicer Watch List, the CREFC^® NOI Adjustment Worksheet, the CREFC^® Comparative Financial Status Report, the CREFC^® Operating Statement Analysis Report, the CREFC^® Loan Level Reserve/LOC Report, the CREFC^® Advance Recovery Report and the CREFC^® Total Loan Report.

“CREFC^®Total Loan Report”: The monthly report substantially in the form of, and containing the information called for in, the downloadable form of the “Total Loan Report” available and effective from time to time on the CREFC^®Website.

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

“Current Interest Distribution Amount”: With respect to any Distribution Date for any Class of Regular Certificates is equal to the related Regular Interest Distribution Amount.

“Custodial Agreement”: The Custodial Agreement, if any, from time to time in effect between the Custodian named therein and the Certificate Administrator, in the form agreed to by the Certificate Administrator and the Custodian, as the same may be amended or modified from time to time in accordance with the terms thereof. No Custodial Agreement will be required if the Custodian is the same party as the Certificate Administrator.

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“Custodian”: Any Custodian appointed pursuant to Section 3.19. If a Custodian is not so appointed, then the Custodian shall be the Certificate Administrator. The Custodian may (but need not) be the Certificate Administrator, the Trustee or the Servicer or any Affiliate of the Certificate Administrator, the Trustee or the Servicer. Xxxxx Fargo Bank, National Association will perform its duties as Custodian hereunder through its Document Custody Group (including, as applicable, any agents or affiliates utilized thereby).

“Cut-off Date”: November 18, 2020.

“DBRI”: As defined in the Preliminary Statement.

“DBRS Morningstar”: DBRS, Inc., or any successor thereto. If neither DBRS Morningstar 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 designated by the Depositor, notice of which designation shall be given to the other parties hereto and specific ratings of DBRS Morningstar herein referenced shall be deemed to refer to the equivalent ratings of the party so designated.

“Debt Service Coverage Ratio”: As of any date of determination and for any period, the ratio calculated by dividing the net operating income or net cash flow, as applicable, of the Property, for the most recently ended 12-month trailing or one-year period for which data is available from the Borrower (or year-to-date until such time that data for the trailing 12-month period is available), before payment of any scheduled payments of principal and interest on the Trust Loan or Whole Loan, as applicable, but after funding of required reserves and “normalized” information from the CREFC^® NOI Adjustment Worksheet for the Property by the Servicer or Special Servicer, if applicable, pursuant to Section 3.13, by the annual debt service required by the Trust Loan or Whole Loan, as applicable. Annual debt service shall be calculated by multiplying the Monthly Payment in effect on such date of determination by 12 (or such fewer number of months for which related information is available).

“Default”: An event of default under the Loan Documents, or an event which, with the passage of time or the giving of notice, or both, would constitute an event of default under the Loan Documents.

“Default Interest”: Interest accrued on each Note, the Trust Loan or Whole Loan, as applicable, at the excess of (a) the Default Rate over (b) the Trust Note Rate or the Whole Loan Rate, as applicable.

“Default Rate”: The per annum rate at which interest accrues on the Trust Loan or Whole Loan, as applicable, following any Default thereunder, including a default in the payment of a Monthly Payment or a Balloon Payment.

“Defaulted Mortgage Loan”: The Whole Loan, if it is delinquent at least sixty (60) days in respect of its Monthly Payments or more than sixty (60) days delinquent in respect of its Balloon Payment, if any, in either case such Delinquency to be determined without giving effect to any grace period permitted by the Loan Documents and without regard to any acceleration of payments under the Whole Loan.

“Defect”: As defined in Section 2.03(e).

“Deficient Exchange Act Deliverable”: With respect to the Servicer, the Special Servicer, the Custodian, the Certificate Administrator, the Trustee and each Servicing Function Participant retained by it (other than a Sub-Servicer), any item (a) regarding such party, (b) prepared by such party or any registered public accounting firm, attorney or other agent retained by such party to prepare such item and (c) delivered by or on behalf of such party pursuant to the delivery requirements under Article XI that does not conform to the applicable reporting requirements under the Securities Act, the Exchange Act, the Xxxxxxxx-Xxxxx Act and the rules and regulations promulgated thereunder.

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“Delinquency”: Any failure of the Borrower to make a scheduled Monthly Payment or Balloon Payment on a Due Date.

“Denomination”: As defined in Section 5.01(a).

“Depositor”: Banc of America Xxxxxxx Xxxxx Large Loan, Inc., a Delaware corporation, and its successors and assigns.

“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 calendar month commencing in December 2020, the 6^th day of such calendar month or, if such 6th day is not a Business Day, then the immediately preceding Business Day.

“Directing Holder”: The representative selected or designated, as applicable, by the Certificateholders representing more than 50% of the Controlling Class (by Certificate Balance) in accordance with Section 6.07; provided that if no Certificateholder holds Certificates representing more than 50% of the Controlling Class (by Certificate Balance), then the Directing Holder shall be the representative appointed by the Controlling Class Certificateholder that owns, and is identified (with contact information) to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator as owning, the largest aggregate Certificate Balance of Certificates of the Controlling Class. Notwithstanding anything to the contrary, neither the Depositor nor any Affiliate thereof may serve as the Directing Holder, and solely for purposes of determining the identity of or selecting the Directing Holder (or the Controlling Class Certificateholder), any portion of the Controlling Class held by the Depositor or any Affiliate thereof shall be deemed not to be outstanding.

“Directly Operate”: If the Property becomes an REO 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 the REO Property, the holding of the REO Property primarily for sale to customers in the ordinary course of a trade or business, or any use of the REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction work on the REO Property other than through an Independent Contractor; provided, however, that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate the REO Property solely because the Special Servicer, on behalf of the Trust Fund, 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 the REO Property or takes other actions consistent with Treasury Regulations Section l.856-4(b)(5)(ii).

“Disclosable Special Servicer Fees”: With respect to the Whole Loan or any REO Property, any compensation and 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, any Manager, any guarantor or indemnitor in respect of the Whole Loan and any purchaser of the Whole Loan or the REO Property) in connection with the disposition, workout or foreclosure of the Whole Loan, the management or disposition of the REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement; provided that any compensation and other remuneration that the Servicer or the Certificate Administrator is permitted to receive or retain pursuant to the terms of this Agreement in connection with its respective duties in such

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capacity as master servicer or certificate administrator under this Agreement shall not be Disclosable Special Servicer Fees.

“Disclosure Parties”: As defined in Section 3.14(e).

“Discount Rate” As defined in the Loan Agreement.

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

“Disqualified Organization”: Any of (a) the United States, a State or any political subdivision thereof 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 FHLMC, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization (as defined below) or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Code Chapter 1 (including the tax imposed by Section 511 of the Code on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1) of the Code) with respect to the Class R or Class LR Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2)(C) of the Code, or (e) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel to the Certificate Registrar to the effect that any Transfer to such Person will not cause either Trust REMIC to be subject to tax or to fail to qualify as a REMIC at any time that the Certificates are outstanding. For the purposes of this definition, the terms “United States”, “State” and “International Organization” shall have the meanings set forth in Section 7701 of the Code or successor provisions.

“Distribution Accounts”: Collectively, the Upper-Tier Distribution Account and the Lower-Tier Distribution Account, each of which may be a sub-account of a single Eligible Account.

“Distribution Date”: During each calendar month commencing in December 2020, the 4^th Business Day following the Determination Date in such calendar month.

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

“Do Not Hire List”: The list, as may be updated at any time, provided by the Depositor to the Servicer, Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor, which lists certain parties identified by the Depositor as having failed to comply (after any applicable cure period) with their respective obligations under Sections 3.27, 3.28 or 3.29 or as having failed to comply (after any applicable cure period) with any similar Regulation AB reporting requirements under any trust and servicing agreement relating to any other series of certificates offered by the Depositor.

“Due Date”: With respect to (a) the Whole Loan on or prior to its Maturity Date, the day of the month set forth in the Notes on which each Monthly Payment thereon is scheduled to be first due and (b) the

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Whole Loan after the Maturity Date therefore or any REO Loan, the day of the month set forth in the Notes on which each Monthly Payment on the Whole Loan had been scheduled to be first due.

“Early Termination Notice Date”: Any date as of which the Stated Principal Balance of the Trust Loan is less than 1.0% of the Stated Principal Balance of the Trust Loan as of the Cut-off Date.

“Eligible Account”: Any of:

(a) an account or accounts:

(i) maintained with a depository institution or trust company, (1) the short-term unsecured debt obligations or commercial paper of which are rated at least “F-1” by Fitch in the case of accounts in which funds are held for thirty (30) days or less and (2) in the case of accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least “A” by Fitch, and at least “K3” by KBRA or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “BBB-” by KBRA, or, if not rated by KBRA, an equivalent (or higher) rating by any two (2) other NRSROs (which may include Fitch), and (2) in the case of such investments with maturities of more than thirty (30) days, the short-term obligations of which are rated at least “F-1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch and the short-term obligations (or, if applicable, deposit accounts) of which are rated at least “K3” by KBRA or the long-term obligations (or, if applicable, deposit accounts) of which are rated at least “BBB-” by KBRA, or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include Fitch),

(ii) maintained with Xxxxx Fargo Bank, National Association, a subsidiary of Xxxxx Fargo & Co., so long as (1) its long-term unsecured debt rating is at least “A” by Fitch (if the deposits are to be held in the account for more than thirty (30) days), or (2) its short-term deposit or short-term unsecured debt rating must be at least “F-1” by Fitch (if the deposits are to be held in the account for thirty (30) days or less),

(iii) maintained with Xxxxx Fargo Bank, National Association, a wholly owned subsidiary of Xxxxx Fargo & Co., so long as it meets the eligibility standards of the Certificate Administrator pursuant to Section 8.06, or

(b) a segregated trust account or accounts maintained with the trust department of a federal or state chartered depository institution, financial institution or trust company (which, subject to the remainder of this clause (ii), may include the Certificate Administrator or the Trustee) acting in its fiduciary capacity that has a Fitch rating of (and whose long term unsecured debt obligations or deposits are rated) at least “A” and which, in either case, has a combined capital and surplus of at least $50,000,000 and is subject to supervision or examination by federal or state authority and to regulations regarding fiduciary funds on deposit substantially similar to Title 12 of the Code of Federal Regulations, Section 9.10(b),

(c) such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (a) and (b) above, with respect to which a No Downgrade Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, or

(d) any other account for which the Certificate Administrator, the Trustee, the Servicer or the Special Servicer, as applicable, receives a No Downgrade Confirmation, which may be an account maintained by or with the Certificate Administrator, the Trustee, the Servicer or the Special Servicer.

Eligible Accounts may bear interest.

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“Eligible Investor”: Any of (a) a Qualified Institutional Buyer that is purchasing for its own account or for the account of a Qualified Institutional Buyer to whom notice is given that the offer, sale or transfer is being made in reliance on Rule 144A or (b) (except with respect to the Class R and Class LR Certificates) an Institutional Accredited Investor that is not a Qualified Institutional Buyer.

“Eligible Operating Advisor”: An entity (a) that is a special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by a Rating Agency (including, in the case of the Operating Advisor, this transaction) but has not been special servicer or operating advisor on a transaction for which a Rating Agency has qualified, downgraded or withdrawn its rating or ratings of one or more classes of certificates for such transaction and cited servicing concerns with the special servicer or operating advisor as the sole or a material factor in such rating action; (b) that can and will make the representations and warranties of the Operating Advisor set forth in Section 2.04(f); (c) that is not (and is not a Credit Risk Retention Affiliate of) the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Originators, any Guarantor, any Borrower Related Party, the Directing Holder, or any of their respective affiliates; (d) that has not been paid by the Special Servicer or successor special servicer any fees, compensation or other remuneration (i) in respect of its obligations hereunder or (ii) for the appointment of, or recommendation for replacement of the Special Servicer by, a successor special servicer; (e) that (i) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five (5) years of experience in collateral analysis and loss projections and (ii) has at least five (5) years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets; and (f) that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, the Trust Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor.

“Environmental Insurance Policy”: With respect to the Property or REO Property, any insurance policy covering pollution conditions and/or other environmental conditions that is maintained from time to time in respect of the Property or REO Property, as the case may be, for the benefit of, among others, the Trustee on behalf of the Certificateholders and the Companion Loan Holder.

“ERISA”: The Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

“ERISA Plan”: As defined in Section 5.02(k).

“Escrow Account”: As defined in Section 3.04(b). Any Escrow Account may be a sub-account of the related Cash Collateral Account.

“Escrow Payment”: Any payment made by the Borrower to the Servicer pursuant to the Mortgage, Cash Collateral Account Agreement, Lock-Box Agreement, Loan Agreement or other Loan Document for the account of the Borrower for application toward the payment of taxes, insurance premiums, assessments, environmental remediation and similar items in respect of the Property or related to the satisfaction of closing conditions for the Whole Loan.

“Euroclear”: Euroclear Bank, as operator of the Euroclear System and its successors in interest.

“Excess Prepayment Interest Shortfall”: With respect to any Distribution Date, any portion of the aggregate Prepayment Interest Shortfalls for such Distribution Date in excess of the sum of (a) the Servicer Prepayment Interest Shortfall Amount with respect to such Distribution Date and (b) any Prepayment Interest Excess with respect to such Distribution Date.

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“Excess Servicing Fee Rate”: With respect to the Trust Loan and the Companion Loan (and the successor REO Loan, if applicable), a rate per annum equal to 0.0%; provided that such rate shall be subject to reduction at any time following any resignation of a Servicer pursuant to Section 6.04 (if no successor is appointed in accordance with Section 6.04) or any termination of the Servicer pursuant to Section 7.01, 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 7.02.

“Excess Servicing Fee Right”: With respect to the Trust Loan and the Companion Loan (and the successor REO Loan, if applicable), the right to receive Excess Servicing Fees. In the absence of any transfer of the Excess Servicing Fee Right, the Servicer shall be the owner of such Excess Servicing Fee Right.

“Excess Servicing Fees”: With respect to the Trust Loan and the Companion Loan (and the successor REO Loan, if applicable), that portion of the Servicing Fee that accrues at a per annum rate equal to the Excess Servicing Fee Rate.

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

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

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

“Final Asset Status Report”: An Asset Status Report that is labeled as being a “Final Asset Status Report”, together with such other data or supporting information provided by the Special Servicer to the Directing Holder, which does not include any communications (other than the related Asset Status Report) between the Special Servicer and the Directing Holder; provided that no Asset Status Report shall be considered a Final Asset Status Report unless (a) the Directing Holder (during any Subordinate Control Period) has either finally approved of and consented to the actions proposed to be taken in connection therewith, or has exhausted all of its rights of approval or consent pursuant to this Agreement in respect of such action, or has been deemed to approve or consent to such action or (b) the Asset Status Report is otherwise implemented by the Special Servicer in accordance with the terms of this Agreement.

“Final Recovery Determination”: With respect to the Whole Loan or REO Loan, including after it becomes subject to repurchase by the Loan Sellers pursuant to Section 2.03(e) or subject to purchase pursuant to any related mezzanine intercreditor agreement, the recovery of all Insurance Proceeds, Liquidation Proceeds, the related Repurchase Price and other payments or recoveries (including proceeds of the final sale of the REO Property) which the Servicer (or if the Whole Loan becomes a Specially Serviced Loan or an REO Loan, the Special Servicer), in its reasonable judgment, as evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Custodian and the Operating Advisor (and the Servicer, if the certificate is from the Special Servicer), expects to be finally recoverable. The Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination until the earlier of (a) its termination as the Servicer hereunder and the transfer of such records to a successor servicer and (b) five years following the termination of the Trust Fund.

“Financial Market Publisher”: BlackRock Financial Management, Bloomberg, L.P., Xxxxx, LLC, Intex Solutions, Inc., Xxxxx’x Analytics, Interactive Data Corporation, Markit LLC, KBRA Analytics, Inc. and Thomson Reuters Corporation, or any successor entities thereof.

“Fitch”: Fitch Ratings, Inc., or any of its successors in interest. If neither Fitch nor any successor remains in existence, “Fitch” shall be deemed to refer to such other nationally recognized statistical rating agency or other comparable Person designated by the Depositor, notice of which designation shall be given

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to the other parties hereto 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.

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

“GACC”: As defined in the Preliminary Statement.

“GACC Indemnification Agreement”: The agreement dated as of the Pricing Date, among GACC, the Depositor and the Initial Purchasers.

“GACC Trust Loan Purchase Agreement”: The Trust Loan Purchase Agreement dated and effective the Closing Date, between GACC and the Depositor.

“Global Certificates”: Each of the Regulation S Global Certificates or Rule 144A Global Certificates if and so long as such class of Regular Certificates is registered in the name of a nominee of the Depository.

“Guarantor”: As defined in the Loan Agreement.

“Hazardous Materials”: Any dangerous, toxic or hazardous pollutants, chemicals, wastes, or substances, including, without limitation, those so identified pursuant to the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601 et seq., or any other environmental laws now existing, and specifically including, without limitation, asbestos and asbestos-containing materials, polychlorinated biphenyls, radon gas, petroleum and petroleum products, urea formaldehyde and any substances classified as being “in inventory,” “usable work in process” or similar classification which would, if classified as unusable, be included in the foregoing definition.

“Holder”: With respect to (a) any Certificate, a Certificateholder; and (b) with respect to any Lower-Tier Regular Interest, the Trustee.

“Impermissible Credit Risk Retention Affiliate”: As defined in Section 3.33.

“Impermissible Operating Advisor Affiliate”: As defined in Section 3.33.

“Impermissible TPP Affiliate”: As defined in Section 3.33.

“Indemnified Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, as the context requires.

“Indemnifying Party”: As defined in Section 8.05(d), Section 8.05(g) or Section 8.05(h), as applicable, as the context requires.

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

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“Independent Contractor”: Either (a) any Person that would be an “independent contractor” with respect to the applicable Trust REMIC within the meaning of Section 856(d)(3) of the Code if such Trust REMIC were a real estate investment trust (except that the ownership tests set forth in that section shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class or 35% or more of the aggregate value of all Classes of Certificates); provided that such Trust REMIC does not receive or derive any income from such Person and the relationship between such Person and such Trust REMIC is at arm’s length, all within the meaning of Treasury Regulations Section 1.856-4(b)(5) (except neither the Servicer nor the Special Servicer shall be considered to be an Independent Contractor under the definition in this clause (a) unless an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) addressed to the Servicer or the Special Servicer, as applicable, the Operating Advisor, the Certificate Administrator and the Trustee has been delivered to the Certificate Administrator to that effect) or (b) any other Person (including the Servicer and the Special Servicer) if the Servicer or the Special Servicer, as applicable, on behalf of itself, the Operating Advisor, the Certificate Administrator and the Trustee has received an Opinion of Counsel (at the expense of the party seeking to be deemed an Independent Contractor) to the effect that the taking of any action in respect of the REO Property by such Person, subject to any conditions therein specified, that is otherwise herein contemplated to be taken by an Independent Contractor will not cause the REO 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 the REO Property to fail to qualify as Rents from Real Property (provided that such income would otherwise so qualify).

“Individual Certificate”: Any Certificate in definitive, fully registered physical form without interest coupons.

“Initial Deposit Amount”: An initial deposit made by the Depositor on the Closing Date in an amount equal to $1,682,562.50.

“Initial Purchasers”: BofA Securities, Inc., X.X. Xxxxxx Securities LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., and their respective successors in interest.

“Initial Resolution Period”: As defined in Section 2.03(e).

“Inquiries”: As defined in Section 4.02(c).

“Institutional Accredited Investor”: An institution that is an “accredited investor” within the meaning of Rule 501(a)(l), (2), (3) or (7) under the Act or any entity with respect to which the equity owners of which each qualify as an “accredited investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Act.

“Insurance Proceeds”: Proceeds of any fire and hazard insurance policy, title policy or other insurance policy relating to the Whole Loan (including any amounts paid by the Servicer pursuant to Section 3.08).

“Interest Distribution Amount”: With respect to any Distribution Date and any Class of Regular Certificates, an amount equal to the Current Interest Distribution Amount for such Class and such Distribution Date, less any Excess Prepayment Interest Shortfall allocable to such Class.

“Interest Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(e); which shall be entitled “Xxxxx Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates, Series 2020-GRCE Interest Reserve Account” and which

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must be an Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.

“Interested Person”: As of any date of determination, the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee, the Directing Holder, any Certificateholder, the Companion Loan Holder, any Independent Contractor engaged by the Special Servicer pursuant to Section 3.15, or any Person known to a Responsible Officer of the Trustee or the Certificate Administrator, or to a Servicing Officer of the Special Servicer, to be an Affiliate of any of them, or any Borrower Related Party.

“Investment Account”: As defined in Section 3.07(a).

“Investment Representation Letter”: As defined in Section 5.02(c)(i)(A).

“Investor Certification”: A certificate (which may be in electronic form or “click-through format”) representing that such Person executing the certificate is a Certificateholder, a Directing Holder, a Beneficial Owner or a prospective purchaser of a Certificate and that (a) for purposes of obtaining certain information and notices (including access to information and notices on the Certificate Administrator’s Website) pursuant to this Agreement, such Person (i) is not a Borrower Related Party or (ii) is a Borrower Related Party, substantially in the form of Exhibit L-1-A (in the case of clause (ii)) or Exhibit L-1-B (in the case of clause (ii)) to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website and/or (b) for purposes of exercising Voting Rights, such Person is not the Depositor, the Certificate Administrator, the Trustee or a Borrower Related Party, substantially in the form of Exhibit L-2 to this Agreement or in the form of an electronic certification contained on the Certificate Administrator’s Website. The Certificate Administrator 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 4.02(c).

“Investor Registry”: As defined in Section 4.02(d).

“IRS”: The Internal Revenue Service.

“JPMCB”: As defined in the Preliminary Statement.

“JPMCB Indemnification Agreement”: The agreement dated as of the Pricing Date, among JPMCB, the Depositor and the Initial Purchasers.

“JPMCB Trust Loan Purchase Agreement”: The Trust Loan Purchase Agreement dated and effective the Closing Date, between JPMCB and the Depositor.

“Junior Notes”: As defined in the Preliminary Statement. The Junior Notes have an aggregate original principal amount of $367,000,000.

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

“Late Collections”: With respect to the Whole Loan, all amounts received thereon during any Collection Period (or within the related grace period), whether as payments, Insurance Proceeds,

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Condemnation Proceeds, Liquidation Proceeds or otherwise, which represent late payments or collections of principal or interest due in respect of the Whole Loan (without regard to any acceleration of amounts due thereunder by reason of default) on a Due Date in a previous Collection Period and not previously recovered. If the Whole Loan becomes an REO Loan, all amounts received in connection with the REO Property during any Collection Period (including any grace period applicable under the original Whole Loan), whether as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Proceeds or otherwise, which represent late collections of principal or interest due or deemed due in respect of the REO Loan or the predecessor Whole Loan (without regard to any acceleration of amounts due under the predecessor Whole Loan by reason of default) on a Due Date in a previous Collection Period and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges.

“Liquidation Expenses”: All customary, reasonable and necessary “out of pocket” costs and expenses incurred by the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in connection with the liquidation of the Whole Loan or the liquidation of the REO Property or the sale of the Whole Loan pursuant to Section 3.16 or Section 9.01 (including, without limitation, legal fees and expenses, committee or referee fees, and, if applicable, brokerage commissions, and conveyance taxes).

“Liquidation Fee”: A fee payable to the Special Servicer pursuant to Section 3.12(c) with respect to the Whole Loan (if repurchased in accordance with Section 2.03(e)), Specially Serviced Loan or REO Loan (except as specified in the following paragraph), in each case as to which the Special Servicer obtains a full, partial or discounted payoff from the Borrower, a loan purchaser or the Loan Sellers, as applicable, or any Liquidation Proceeds with respect thereto (in any case, other than amounts for which a Workout Fee has been paid, or will be payable), equal to the product of 0.25% and the proceeds of such full, partial or discounted payoff or the Net Liquidation Proceeds related to such liquidated or repurchased Whole Loan or Specially Serviced Loan, as the case may be, in each case exclusive of any portion of such full, partial or discounted payoff or Net Liquidation Proceeds that represents Penalty Charges; subject to a cap of $1,250,000; provided that with respect to any particular liquidation (or partial liquidation), as reduced by the amount of any and all related Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating to the Specially Serviced Loan, REO Loan or Whole Loan.

No Liquidation Fee shall be payable (a) with respect to clause (e) of the definition of Liquidation Proceeds; (b) in the case of clause (f) of the definition of Liquidation Proceeds if exercised within ninety (90) days after the first time that such holder’s option to purchase the Whole Loan becomes exercisable, provided, however, that even if the purchase occurs before such expiration the Liquidation Fee will be payable to the extent paid by, and collected from, the related borrower or the mezzanine lender; (c) in the case of a repurchase of the related Loan Seller Percentage Interest in the Trust Loan (or the REO Loan, if applicable) by a Loan Seller pursuant to the related Trust Loan Purchase Agreement, if such Loan Seller repurchases the related Loan Seller Percentage Interest in the Trust Loan within the resolution time period set forth in Section 2.03(e) (and giving effect to any applicable extension period beyond the end of the Initial Resolution Period set forth in Section 2.03(e)); (d) in connection with the purchase of the Trust Loan if it has become a Defaulted Mortgage Loan by the Special Servicer or any Affiliate thereof within ninety (90) days after the transfer of the Defaulted Mortgage Loan to special servicing; (e) in connection with any indemnification payment made by a Loan Seller as a result of a Material Breach or Material Document Defect pursuant to Section 2.03(e), if such Loan Seller makes such indemnification payment within the resolution time period set forth in Section 2.03(e) (and giving effect to any applicable extension period beyond the end of the Initial Resolution Period set forth in Section 2.03(e)); (f) if the Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” and the related Liquidation Proceeds are received within three months following the related maturity date as a result of the related Whole Loan being refinanced or otherwise repaid in full (provided that the Special Servicer may collect from the Borrower and retain (i) a liquidation fee, (ii) such other fees

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as are provided for in the Loan Documents, and (iii) other appropriate fees in connection with such liquidation)s; (g) the purchase of the Trust Loan by the holder of the related mezzanine loan pursuant to the mezzanine intercreditor agreement within ninety (90) days after the first time that such holder’s option to purchase the Whole Loan becomes exercisable (provided, that for the avoidance of doubt, if there are one or more purchase notices that are delivered subsequent to the initial purchase notice, as long as the event that resulted in the first purchase notice (or the preceding purchase notice) has, within the 90-day period from the date the applicable purchase notice was given to such holder of a mezzanine loan, ceased, been cured, been waived by the Servicer or the Special Servicer in writing, or otherwise was no longer in effect during such period, such 90-day period will commence on the date of any subsequent purchase notice given to such holder of a mezzanine loan) and (h) with respect to an Other Securitization Trust, in connection with (i) a repurchase or replacement of such Companion Loan by the applicable Loan Seller due to a breach of a representation or warranty or a document defect under the related mortgage loan purchase agreement related to the Other Pooling and Servicing Agreement prior to the expiration of the cure period (including any applicable extension thereof) set forth therein or (ii) a purchase of such Companion Loan pursuant to a clean-up call or similar liquidation under the related Other Pooling and Servicing Agreement.

“Liquidation Proceeds”: Cash amounts (other than Insurance Proceeds and Condemnation Proceeds and REO Proceeds) received by or paid to the Servicer or the Special Servicer in connection with: (a) the liquidation of the Property or other collateral constituting security for the Defaulted Mortgage Loan, through trustee’s sale, foreclosure sale, disposition of REO Property or otherwise, exclusive of any portion thereof required to be released to the Borrower in accordance with applicable law and the terms and conditions of the Notes and the Mortgage, (b) the realization upon any deficiency judgment obtained against the Borrower, (c) the sale of the Defaulted Mortgage Loan, (d) a repurchase of the related Loan Seller Percentage Interest in the Trust Loan (or REO Loan) by a Loan Seller pursuant to the related Trust Loan Purchase Agreement, (e) the purchase of the Trust Loan and all property acquired in respect of the Trust Loan by the Sole Certificateholder, the Special Servicer or the Servicer pursuant to Section 9.01, (f) the purchase of the Whole Loan by the holder of the related mezzanine loan pursuant to the mezzanine intercreditor agreement, or (g) the purchase of the Trust Loan by the Companion Loan Holder.

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

“Loan Documents”: The documents executed or delivered in connection with the origination or any subsequent modification of the Whole Loan or subsequently added to the Mortgage File.

“Loan Interest Accrual Period”: With respect to the Whole Loan, the period commencing on the 6th day of each calendar month during the term of the Whole Loan and ending on and including the 5th day of the next occurring calendar month.

“Loan Seller Percentage Interest”: As to BANA, an approximately 30% interest in the Trust Loan, as to JPMCB, an approximately 30% interest in the Trust Loan, as to Column, an approximately 20% interest in the Trust Loan and as to GACC, an approximately 20% interest in the Trust Loan.

“Loan Seller Transferred Interests”: (a) In the case of BANA, the portion of the Trust Loan evidenced by Note A-1-1 and Note B-1, (b) in the case of JPMCB, the portion of the Trust Loan evidenced by Note A-2-1 and Note B-2, (c) in the case of Column, the portion of the Trust Loan evidenced by Note A-3-1 and Note B-3 and (d) in the case of GACC, the portion of the Trust Loan evidenced by Note A-4-1 and Note B-4.

“Loan Sellers”: BANA, JPMCB, Column and GACC.

“Lock-Box Account”: With respect to the Property, if applicable, any account created pursuant to the Loan Documents to receive revenues therefrom. Any Lock-Box Account shall be beneficially owned

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for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the Whole Loan and Section 3.07, which Person shall be taxed on all reinvestment income or gain thereon. The Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Collateral Accounts in accordance with the terms of the Whole Loan.

“Lock-Box Agreement”: The lock-box agreement, if any, between the Originators and the Borrower, pursuant to which the Lock-Box Account, if any, may have been established.

“Lower-Tier Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b), which shall be entitled “Xxxxx Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates, Series 0000-XXXX, Xxxxx-Xxxx Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier Distribution Account shall be an asset of the Lower-Tier REMIC.

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

“Lower-Tier Principal Balance”: With respect to any Class of Lower-Tier Regular Interest, initially will equal the original principal balance set forth in the Preliminary Statement herein, and from time to time will equal such amount reduced by the amount of distributions of the Lower-Tier Distribution Amount allocable to principal and Realized Losses allocable thereto in all prior periods as described in Section 4.01, such that at all times the Lower-Tier Principal Balance of a Lower-Tier Regular Interest shall equal the Certificate Balance of its Corresponding Certificates.

“Lower-Tier Regular Interests”: The Class LA Interest, the Class LB Interest, the Class LC Interest, the Class LD Interest, the Class LE Interest, the Class LF Interest and the Class LHRR Interest issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier Regular Interest (a) is designated as a “regular interest” in the Lower-Tier REMIC (b) relates to its Corresponding Certificates, (c) is uncertificated, (d) has an initial Lower-Tier Principal Balance equal to the original Lower-Tier Principal Balance set forth in the Preliminary Statement herein, (e) has a Pass-Through Rate equal to the Net Trust Note Rate, (f) has a “latest possible maturity date”, within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (g) is entitled to the distributions in the amounts and at the times specified in Section 4.01(a).

“Lower-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Trust Loan, collections thereon, the Trust’s interest in any REO Property acquired in respect thereof, amounts related thereto held from time to time in the Collection Account and the Lower-Tier Distribution Account, any REO Account, related amounts in the Interest Reserve Account and all other property included in the Trust Fund that is not in the Upper-Tier REMIC.

“MAI”: Member of the Appraisal Institute.

“Major Decision”: Any of the following:

(a) any substitution or release of real property collateral for the Whole Loan (other than in connection with a defeasance or condemnation) except as expressly permitted by the Loan Documents;

(b) 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);

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(c) any transfer of the Property or any portion of the Property, or any transfer of any direct or indirect ownership interest in the Borrower to the extent lender consent under the Loan Documents is required, except in each case as expressly permitted by the Loan Documents, and for which there is no material lender discretion, or in connection with a pending or threatened condemnation;

(d) any consent to the incurrence of direct or indirect 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 lender approval is required by the Loan Documents;

(e) any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of REO Properties) of the ownership of the Property;

(f) any modification, consent to a 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 payoffs) or material non-monetary term of the Whole Loan or any extension of the maturity date of the Whole Loan to the extent lender approval is required by the Loan Documents;

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

(h) any sale or other disposition of the Whole Loan or the Property (including any REO Property) for less than the Repurchase Price;

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

(j) any modification, waiver or amendment of any intercreditor agreement, co-lender agreement (other than any modification of the Co-Lender Agreement in connection with the splitting of any Note as permitted pursuant to the terms of the Co-Lender Agreement), participation agreement or similar agreement with any mezzanine lender or subordinate debt holder (or holder of preferred equity that is substantially equivalent to a mezzanine loan) related to the Whole Loan, or an action to enforce rights (or decision not to enforce rights) with respect thereto, or any modification, waiver, or amendment of such agreements and/or the exercise of rights and powers granted under any intercreditor agreement, Co-Lender Agreement, participation agreement or similar agreement to the lender to the extent such rights or powers affect the priority of payment, consent rights or security interest with respect to the Whole Loan;

(k) any Manager changes with respect to the Whole Loan, to the extent lender approval is required by the Loan Documents;

(l) 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 Whole Loan and for which there is no material lender discretion;

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

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

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(o) any consent to (i) the termination or surrender of any “major lease” under the Loan Agreement, (ii) the Borrower entering into a “major lease” under the Loan Agreement or (iii) the execution, termination or renewal of a ground lease or any other lease, to the extent such lease constitutes a “major lease” under the Loan Agreement, including any consent to entering into any subordination, non-disturbance and attornment agreement, in each case, solely to the extent the Lender’s approval or discretion is required by the Loan Documents;

(p) any adoption or implementation of the annual budget for which lender consent is required under the Loan Documents;

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

(r) approval of casualty/condemnation insurance settlements other than pursuant to the specific terms of the Whole Loan, and any determination to apply casualty proceeds or condemnation awards to the reduction of the debt rather than to the restoration of the Property if application of such proceeds would not result in payment in full of the Whole Loan;

(s) any proposed modification or waiver of any provision of any Loan Documents which reduces the types, nature or amounts of insurance coverage, including terrorism insurance, required to be obtained and maintained by the Borrower (to the extent the Lender’s approval is required under the Loan Documents);

(t) if the Property is a REO Property, approval of operating and business plans or asset sale and disposition plans of such REO Property (including incurring financing, restructuring or refinancing debt, engaging or replacing the Manager or leasing agent, decisions with respect to operating and capital expenses, etc.; and

(u) any calculation of debt yield or determination of whether a Trigger Period (as defined in the Loan Agreement) is in effect when required for any purposes under the Loan Documents solely to the extent such calculation or determination waives a requirement in any material respect or reflects a material change in the methodology of the applicable calculation or determination.

“Major Decision Reporting Package”: As defined in Section 6.09.

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

“Management Agreement”: With respect to the Property, the property management agreement, if any, by and between a Manager and the Borrower (or an affiliate), or any successor property management agreement between such parties.

“Manager”: With respect to the Property, any property manager for the Property.

“Master Servicer Termination Event”: As defined in Section 7.01(a).

“Material Breach”: As defined in Section 2.03(e).

“Material Document Defect”: As defined in Section 2.03(e).

“Maturity Date”: The scheduled maturity date on December 6, 2030.

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“Mezzanine Loan”: Any mezzanine indebtedness (if any) related to the Whole Loan.

“Modification Fees”: With respect to the Whole Loan, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends or waives any term of the Loan Documents (as evidenced by a signed writing) agreed to by the Servicer or the Special Servicer (other than all defeasance fees, Assumption Fees, consent fees, assumption application fees, and fees similar to the foregoing). For the avoidance of doubt, Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection with a modification, restructure, extension, waiver or amendment shall not be considered Modification Fees. For each modification, restructure, extension, waiver or amendment in connection with working out the Whole Loan after it has become a Specially Serviced Loan, the Modification Fees collected from the Borrower shall be subject to a cap of 1.0% of the outstanding principal balance of the Whole Loan on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect to such modification, restructure, extension, waiver or amendment); provided that no aggregate cap exists in connection with the amount of Modification Fees which may be collected from the Borrower with respect to a Specially Serviced Loan or REO Loan.

“Modified Loan”: A Specially Serviced Loan which has been modified by the Special Servicer pursuant to Section 3.26 in a manner that:

(a) reduces or delays the amount or timing of any payment of principal or interest due thereon (other than, or in addition to, bringing current Monthly Payments with respect to the Trust Loan or Companion Loan), including any reduction in the Monthly Payment;

(b) except as expressly contemplated by the Loan Documents, results in a release of the lien of the Mortgage on any material portion of the Property without a corresponding Principal Prepayment in an amount not less than the fair market value (as is), as determined by an Appraisal delivered to the Special Servicer (at the expense of the Borrower and upon which the Special Servicer may conclusively rely), of the property to be released; or

(c) in the reasonable good faith judgment of the Special Servicer, otherwise materially impairs the value of the security for the Whole Loan or reduces the likelihood of timely payment of amounts due thereon.

“Monthly Payment”: With respect to the Trust Loan or Whole Loan (in each case, other than an REO Loan) and any Due Date, the scheduled monthly payment of principal (to the extent due, but excluding any Balloon Payment) and interest at the Trust Note Rate or Whole Loan Rate, as applicable, due on such Due Date (but not excluding any constant Monthly Payment due on the Trust Loan). The Monthly Payment with respect to an REO Loan is the monthly payment that would otherwise have been payable on the Due Date had the Trust Loan not been discharged, determined as set forth in the preceding sentence and on the assumption that all other amounts, if any, due thereunder are paid when due.

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

“Mortgage”: The mortgage, deed of trust or other instrument creating a first lien on or first priority ownership interest in the Property securing the Notes.

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“Mortgage File”: Collectively, the mortgage documents listed in Section 2.01(a)(i) through Section 2.01(a)(xx) pertaining to the Whole Loan and any additional documents required to be added to the Mortgage File pursuant to the express provisions; provided that whenever the term “Mortgage File” is used to refer to documents actually received by the Depositor or the Custodian, such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually so received.

“Mortgage Loan Schedule”: The schedule attached as Exhibit B to this Agreement, which schedule shall set forth the following information:

(a) the Trust Loan name;

(b) the street address (including city, state and zip code) of the Property;

(d) the original principal balance of the Whole Loan and the Trust Loan;

(e) the Stated Principal Balance as of the Cut-off Date for the Trust Loan and the Whole Loan;

(f) the Maturity Date for the Whole Loan;

(g) the Due Date;

(h) the amount of the Monthly Payment due on the first Due Date following the Cut-off Date;

(i) the Servicing Fee Rate, the master servicing fee rate, the primary servicing fee rate, the Trustee/Certificate Administrator Fee Rate, the Operating Advisor Fee Rate, CREFC^® License Fee Rate and the Administrative Fee Rate; and

(j) whether any letter of credit is held by the lender as a beneficiary or is assigned as security for the Whole Loan.

“Net Condemnation Proceeds”: Condemnation Proceeds, to the extent such proceeds are not to be applied to the restoration, preservation or repair of the related Property or released to the Borrower in accordance with the express requirements of the Loan Documents or other documents included in the Mortgage File or in accordance with the Servicing Standard.

“Net Default Interest”: With respect to any Distribution Date, an amount equal to the sum of (a) the amount of Default Interest received during the preceding Collection Period, minus (b) any portions thereof withdrawn from the applicable Collection Account pursuant to Section 3.06(a)(vi) for Advance Interest Amounts and unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Liquidation Fees and Workout Fees) incurred on the Trust Loan or Whole Loan, as applicable, during or prior to such Collection Period.

“Net Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the Property or released to the Borrower in accordance with the express requirements of the Loan Documents or other documents included in the Mortgage File or in accordance with prudent and customary servicing practices.

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“Net Liquidation Proceeds”: The Liquidation Proceeds received with respect to the Trust Loan net of the amount of (a) Liquidation Expenses incurred with respect thereto and (b) with respect to proceeds received in connection with the taking of the Property (or portion thereof) by the power of eminent domain in condemnation, amounts required to be applied to the restoration or repair of the Property.

“Net REO Proceeds”: With respect to any REO Property, REO Proceeds net of any insurance premiums, taxes, assessments and other costs and expenses permitted to be paid therefrom pursuant to Section 3.15(b).

“Net Trust Note Rate”: With respect to any Distribution Date, the rate at which interest accrues on the Trust Loan (net of the Administrative Fee Rate and excluding Default Interest) during the related Loan Interest Accrual Period. Notwithstanding the foregoing, the Net Trust Note Rate (which accrues interest on an Actual/360 Basis) for any Loan Interest Accrual Period will be the annualized rate at which interest would have to accrue in respect of the Trust Loan on a 30/360 Basis in order to produce the aggregate amount of interest actually accrued in respect of the Trust Loan at the related Net Trust Note Rate during such Loan Interest Accrual Period; provided that the Net Trust Note Rate for the one-month period (a) preceding the Distribution Dates in (i) January and February in each year that is not a leap year or (ii) February only in each year that is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) (commencing in 2021), shall be determined net of any Withheld Amounts from that month and (b) preceding the Due Date in March (or February if the related Distribution Date is the final Distribution Date), shall be determined inclusive of the Withheld Amounts, if applicable, from the immediately preceding February, and, if applicable, January; provided, further, that for purposes of calculating Pass-Through Rates, the Net Trust Note Rate shall be determined without regard to any modification, waiver or amendment of the terms of the Trust Loan, whether agreed to by the Servicer or the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the Borrower or otherwise.

“New Lease”: Any lease of an REO Property entered into on behalf of the Lower-Tier REMIC, if such Trust REMIC has the right to renegotiate the terms of such lease, including any lease renewed or extended on behalf of such Trust REMIC.

“No Downgrade Confirmation” shall mean, with respect to any matter, confirmation in writing (which may be in electronic form and may be in the form of a press release) by each applicable Rating Agency that a proposed action, failure to act or other event so specified will not, in and of itself, result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates if then rated by the Rating Agency (with respect to the Certificates) and the credit rating of any certificates, notes or other securities in connection with any single asset securitization or pooled asset securitization of a Companion Loan (or any portion thereof or interest therein) (in the case of a rating agency with respect to such certificates, notes or other securities); provided that a written waiver or other acknowledgment from any Rating Agency indicating its decision not to review the matter for which the No Downgrade Confirmation is sought shall be deemed to satisfy the requirement for the No Downgrade Confirmation from such Rating Agency with respect to such matter and the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, may proceed with the contemplated action(s) as if such party had received the No Downgrade Confirmation. At any time during which no Certificates are rated by a Rating Agency, No Downgrade Confirmation shall be required from that Rating Agency.

“Non-Reduced Certificates”: As of any date of determination, any Class of Principal Balance Certificates then outstanding for which (a)(i) the initial Certificate Balance of such Class of Principal Balance Certificates minus (ii) the sum (without duplication) of, as such date of determination (x) the aggregate payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of such Class of Principal Balance Certificates, as of such date of determination, (y) any Appraisal Reduction Amounts and Collateral Deficiency Amounts then allocable to such Class of Principal

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Balance Certificates, a of such date of determination and (z) any Realized Losses previously allocated to such Class of Principal Balance Certificates as of such date of determination, is equal to or greater than (b) 25% of the remainder of (i) the initial Certificate Balance of such Class of Principal Balance Certificates, less (ii) any payments of principal (whether as principal prepayments or otherwise) previously distributed to the Holders of that Class of Principal Balance Certificates as of such date of determination.

“Non-Trust Notes”: As defined in the Preliminary Statement. The Non-Trust Notes have an aggregate principal amount of $500,000,000.

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

“Nonrecoverable Administrative Advance”: Any Administrative Advance previously made or proposed to be made in respect of the Trust Loan or REO Loan which, in the reasonable judgment of the Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Section 4.07(d), or the Trustee in its reasonable judgment, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the Trust Loan or REO Loan, which shall be evidenced by an Officer’s Certificate as provided by Section 4.07(d).

“Nonrecoverable Advance”: Any Nonrecoverable P&I Advance, Nonrecoverable Property Advance or Nonrecoverable Administrative Advance.

“Nonrecoverable P&I Advance”: Any P&I Advance previously made or proposed to be made in respect of the Trust Loan or REO Loan which, in the reasonable judgment of the Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Section 4.07(d) and Section 4.07(e), or the Trustee in its reasonable judgment, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the Trust Loan or REO Loan, which shall be evidenced by an Officer’s Certificate as provided by Section 4.07(d).

“Nonrecoverable Property Advance”: Any Property Advance previously made or proposed to be made in respect of the Whole Loan or REO Loan that, as determined by the Servicer, the Special Servicer, in each case in accordance with the Servicing Standard and Section 3.21(d), or the Trustee in its reasonable judgment, as applicable, would not be ultimately recoverable, together with any accrued and unpaid interest thereon, from late payments, Condemnation Proceeds, Insurance Proceeds, Liquidation Proceeds and other collections on or in respect of the Whole Loan or REO Loan, which shall be evidenced by an officer certificate as provided by Section 3.21(d).

“Notes”: As described in the Preliminary Statement, collectively, as of any date of determination, the notes or other evidence of indebtedness and/or agreements evidencing the indebtedness of the Borrower under the Whole Loan including any amendments or modifications, or any renewal or substitution note, as of such date.

“Notice of Termination”: Any of the notices given to the Trustee, the Certificate Administrator, the Special Servicer and the Servicer by the Special Servicer, the Servicer or the Certificateholder owning a majority of the Percentage Interest in the Class R and Class LR Certificates, as applicable, pursuant to Section 9.01(c).

“Notional Amount”: As of any date of determination, with respect to the Class X Certificates as a Class, the Class X Notional Amount and, with respect to any of the Class X Certificates, the product of the Percentage Interest evidenced by such Certificate and the Class X Notional Amount.

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“NRSRO”: Any nationally recognized statistical ratings organization within the meaning of Section 3(a)(62) of the Exchange Act.

“NRSRO Certification”: A certification (a) executed by a NRSRO in favor of the 17g-5 Information Provider substantially in the form attached hereto as Exhibit O or (b) provided electronically and executed by an NRSRO by means of a “click-through” confirmation on the 17g-5 Information Provider’s Website.

“Offering Circular”: That certain Offering Circular, dated November 10, 2020, relating to the offering of the Certificates.

“Officer’s Certificate”: A certificate signed by the Chairman of the Board, the Vice Chairman of the Board, the President or a Vice President (however denominated) and by the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries, any Trust Officer or other officer of the Servicer, the Special Servicer or Operating Advisor customarily performing functions similar to those performed by any of the above designated officers, any Servicing Officer 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, or an authorized officer of the Depositor, and delivered to the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Special Servicer or the Servicer, as the case may be.

“Offsetting Modification Fees”: With respect to the Whole Loan or REO Loan and with respect to the Workout Fee or Liquidation Fee payable by the Trust, any and all Modification Fees collected by the Special Servicer as additional servicing compensation, but only to the extent that (a) such Modification Fees were earned and collected by the Special Servicer (i) in connection with the workout or liquidation (including partial liquidation) of a Specially Serviced Loan or REO Loan as to which the subject Workout Fee or Liquidation Fee became payable or (ii) in connection with any workout of a Specially Serviced Loan that closed within the prior 18 months (determined as of the closing day of the workout or liquidation as to which the subject Workout Fee or Liquidation Fee became payable) and (b) such Modification Fees were earned in connection with a modification, restructure, extension, waiver or amendment of the Whole Loan or REO Loan at a time when the Whole Loan or REO Loan was a Specially Serviced Loan.

“Operating Advisor”: Park Bridge Lender Services LLC, in its capacity as operating advisor, and its successors in interest, or any successor operating advisor appointed as herein provided.

“Operating Advisor Annual Report”: As defined in Section 6.11.

“Operating Advisor Consultation Period”: Any period when (a) the Certificate Balance of the Class HRR Certificates (taking into account the application of Appraisal Reduction Amounts to notionally reduce the Certificate Balance of such Certificates) is less than 25% of the initial Certificate Balance of the Class HRR Certificates or (b) a Subordinate Consultation Period is in effect.

“Operating Advisor Consulting Fee”: A fee for each Asset Status Report and Major Decision as to which the Operating Advisor has consultation obligations and performed its duties with respect to such Asset Status Report or Major Decision equal to $10,000 (or such lesser amount that the Borrower pays), payable pursuant to Section 6.11(l); provided, that the Operating Advisor may in its sole discretion reduce the Operating Advisor Consulting Fee with respect to any Asset Status Report or Major Decision; provided, further, that the Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the Borrower if it determines that such full or partial waiver is in accordance with the Servicing Standard (provided that the Servicer or the Special Servicer, as applicable, shall consult, on a non-binding basis, with the Operating Advisor prior to any such waiver or reduction), but may in no event take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection.

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

“Operating Advisor Fee”: The fee payable to the Operating Advisor pursuant to Section 6.11(j).

“Operating Advisor Fee Rate”: With respect to each Certificate Interest Accrual Period related to any Distribution Date, a rate equal to 0.00220% per annum.

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

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

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

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

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

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

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

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

“Opinion of Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Operating Advisor, the Special Servicer or the Servicer, as the case may be, acceptable to the Certificate Administrator and the Trustee, except that any opinion of counsel relating to (a) qualification of either Trust REMIC as a REMIC or the imposition of tax under the REMIC Provisions on any income or property of either Trust REMIC, (b) compliance with the REMIC Provisions (including application of the definition of “Independent Contractor”), or (c) a resignation of the Servicer or the Special Servicer pursuant to Section 6.04(b), must be an opinion of counsel who is Independent of the Depositor, the Servicer and the Special Servicer.

“Originators”: Each of BANA, JPMCB, Column and DBRI, in its capacity as co-originator of the Whole Loan under the Loan Agreement.

“Other Asset Representations Reviewer”: The applicable other “asset representations reviewer” under an Other Pooling and Servicing Agreement relating to a Companion Loan.

“Other Certificate Administrator”: The applicable other “certificate administrator” under an Other Pooling and Servicing Agreement relating to a Companion Loan.

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

“Other Exchange Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of the Exchange Act, the trustee, certificate administrator, master servicer, special servicer or depositor under the related Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and, with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act and for the purposes of Sections 11.07, 11.08, 11.09 and 11.16 only, 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 Operating Advisor”: The applicable other “operating advisor” under an Other Pooling and Servicing Agreement relating to a Companion Loan.

“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 securities backed by the assets of such Other Securitization Trust.

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

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“Other Servicer”: The applicable other “master servicer” under an Other Pooling and Servicing Agreement relating to a Companion Loan.

“Other Special Servicer”: The applicable other “special servicer” under an Other Pooling and Servicing Agreement relating to a Companion Loan.

“Other Trustee”: The applicable other “trustee” under an Other Pooling and Servicing Agreement relating to a Companion Loan.

“Ownership Interest”: Any record or beneficial interest in a Class R or Class LR Certificate.

“P&I Advance”: Any advance made by the Servicer or the Trustee pursuant to Section 4.07. Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to and without duplication, payment or reimbursement of interest thereon at the Advance Rate. Neither the Servicer nor the Trustee will be required to make P&I Advances with respect to any delinquent payment amounts due on the Companion Loan.

“P&I Advance Determination Date”: With respect to the Distribution Date, the second Business Day prior to such Distribution Date.

“PACE Loan”: Any (a) “Property-Assessed Clean Energy loan” or (b) other indebtedness, without regard to the name given to such indebtedness, which is (i) incurred for improvements to the Property for the purpose of increasing energy efficiency, increasing use of renewable energy sources, resource conservation, or a combination of the foregoing, and (ii) repaid through multi-year assessments against the Property.

“Pass-Through Rate”: With respect to each Class of Regular Certificates, the rate for such Class as set forth below.

Class	Pass-Through Rate
Class A	Class A Pass-Through Rate
Class X	Class X Pass-Through Rate
Class B	Class B Pass-Through Rate
Class C	Class C Pass-Through Rate
Class D	Class D Pass-Through Rate
Class E	Class E Pass-Through Rate
Class F	Class F Pass-Through Rate
Class HRR	Class HRR Pass-Through Rate

With respect to each Class of Lower-Tier Regular Interests, the Net Trust Note Rate.

“Paying Agent”: The paying agent appointed pursuant to Section 5.04.

“PCAOB”: The Public Company Accounting Oversight Board.

“Penalty Charges”: With respect to the Whole Loan (or successor REO Loan), any amounts collected thereon from the Borrower that represent default charges, penalty charges, late fees and/or Default Interest, and excluding any Prepayment Premium.

“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 (except

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the Class R and Class LR Certificates), the percentage interest is equal to the initial denomination of such Certificate as of the Closing Date divided by the initial Certificate Balance or Notional Amount, as applicable, of such Class of Certificates. With respect to any Class R or Class LR Certificate, the percentage interest is set forth on the face thereof.

“Performing Loan”: The Whole Loan if it is not a Specially Serviced Loan or REO Loan.

“Performing Party”: As defined in Section 11.12.

“Permitted Investments”: Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, payable on demand or having a maturity date not later than the Business Day immediately prior to the first Due Date following the date of acquiring such investment and meeting one of the appropriate standards set forth below:

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

(b) repurchase agreements on obligations specified in clause (a) of this definition, with a party agreeing to repurchase such obligations that, in each case, satisfy the Applicable KBRA Permitted Investment Rating and the Applicable Fitch Permitted Investment Rating (or, in the case of any such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities);

(c) federal funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company organized under the laws of the United States or any state thereof, that, in each case, satisfy the Applicable Fitch Permitted Investment Rating and the Applicable KBRA Permitted Investment Rating (or, in the case of any such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities);

(d) commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction) provided, further that such investments, in each case, satisfy the Applicable KBRA Permitted Investment Rating and the Applicable Fitch Permitted Investment Rating (or, in the case of any such Rating Agency, such lower rating as is the subject of a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities);

(e) (i) units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant net asset value per share (including the Federated Prime

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Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or the Xxxxx Fargo Money Market Funds) so long as any such fund has the highest rating obtainable from Fitch (if rated by Fitch) and has the highest rating obtainable from KBRA (or, if not rated by such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs) or otherwise acceptable to such Rating Agency, in any such case, as confirmed in a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities by such Rating Agency, and (ii) units of money market funds that (A) have substantially all of its assets invested continuously in the types of investments referred to in clause (a) above, (B) has net assets of not less than $5,000,000,000, and (C) has a the highest rating obtainable from Fitch (if rated by Fitch) and has the highest rating obtainable from KBRA (or, if not rated by such Rating Agency, an equivalent rating (or higher) by at least two (2) NRSROs); and

(f) any other demand, money market or time deposit, demand obligation or any other obligation, security or investment, provided that the Servicer, Special Servicer or Certificate Administrator, as applicable, has received a No Downgrade Confirmation relating to the Certificates and any Companion Loan Securities.

Notwithstanding the foregoing, “Permitted Investments” (i) shall be limited to investments that have an unqualified rating (i.e., one with no qualifying suffix), with the exception of ratings with regulatory indicators, such as the “sf” or “(sf)” subscript, and unsolicited ratings; (ii) shall be limited to those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change; and (iii) shall exclude any investment where the right to receive principal and interest 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. Interest may either be fixed or variable, and any variable interest must be tied to a single interest rate index plus a single fixed spread (if any), and move proportionately with that index. No investment shall be made that requires a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior to its maturity. All investments shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier of (x) three months from the date of their purchase and (y) the Business Day preceding the day before the date such amounts are required to be applied hereunder. Permitted 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, customary title agency fees and insurance commissions or fees received or retained by the Special Servicer or any of its Affiliates in connection with any services performed by such party with respect to the Whole Loan or REO Property.

“Permitted Transferee”: With respect to a Class R or Class LR Certificate, any Person or agent thereof that is a Qualified Institutional Buyer or an Affiliated Person, other than (a) a Disqualified Organization, (b) a Person that is a Disqualified Non-U.S. Person, (c) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer) to the effect that the Transfer of an Ownership Interest in any Class R or Class LR Certificate to such Person will not cause either Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (d) an entity treated as a domestic partnership for U.S. federal income tax purposes, one or more of the direct or indirect beneficial owners (other than through a U.S. corporation) of which is (or is permitted under the applicable partnership agreement to be) a Disqualified Non-U.S. Person or (e) a U.S. Person with respect to whom income on the Class R or Class LR Certificate is attributable to a fixed base or foreign permanent establishment, within the meaning of an applicable income tax treaty, of such transferee or any other U.S. Person.

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

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“Plan”: As defined in Section 5.02(k).

“Prepayment Assumption”: The assumption that the Trust Loan does not prepay prior to its Maturity Date.

“Prepayment Interest Excess”: With respect to any Distribution Date, if the Whole Loan was subject to Principal Prepayment in full or in part, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Servicer or Special Servicer for application to the Whole Loan, in each case after the Due Date in the related Collection Period and on or prior to the close of business on the Business Day prior to the related Servicer Remittance Date, the aggregate amount of interest accrued at the Whole Loan Rate on the amount of such Principal Prepayments, Insurance Proceeds, Liquidation Proceeds and Condemnation Proceeds after the Due Date in the related Collection Period and accruing in the manner set forth in the Loan Documents, to the extent such interest is collected by the Servicer or the Special Servicer (without regard to any Prepayment Premiums actually collected).

“Prepayment Interest Shortfall”: With respect to any Distribution Date, if the Whole Loan was subject to a Principal Prepayment in full or in part which did not include a full month’s interest during the related Collection Period, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Servicer or Special Servicer for application to the Whole Loan, in each case on or prior to the Due Date in the related Loan Interest Accrual Period preceding such Distribution Date, the shortfall in the amount of interest that would have accrued and been payable through the end of the Loan Interest Accrual Period at the Whole Loan Rate on the amount of such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds had such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds not been made (without regard to any Prepayment Premiums actually collected).

“Prepayment Premiums”: Any prepayment premium, spread maintenance premium, yield maintenance premium or similar fee required to be paid under the Loan Documents in connection with a Principal Prepayment in respect of the Trust Loan and which are intended to compensate the mortgagee for an early and unscheduled receipt of principal. Any breakage costs payable to the “lender” (as such term is used in the related Loan Documents) under the Whole Loan and actually collected from the Borrower in connection with a Principal Prepayment during or after a “lockout” period shall constitute Prepayment Premiums.

“Pricing Date”: November 10, 2020.

“Prime Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, Eastern edition (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time. The Certificate Administrator shall notify in writing the Servicer and the Special Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.

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

“Principal Distribution Amount”: For any Distribution Date, an amount equal to (a) the sum of (without duplication and to the extent not already included in the Principal Distribution Amount, if any, for the prior Distribution Date and other than amounts received with respect to the Trust Loan as recoveries of Realized Losses):

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(i) the principal component, if any, of the scheduled Monthly Payment (other than any Balloon Payment) due on the Trust Loan on the Due Date in the related Collection Period (if received during the related Collection Period or advanced);

(ii) the principal component, if any, of the Assumed Scheduled Payment deemed due on the Due Date in the related Collection Period (if received during the related Collection Period or advanced) with respect to the Trust Loan if it is delinquent in respect of its Balloon Payment;

(iii) the Stated Principal Balance of the Trust Loan if it was, during the Collection Period, repurchased from the Trust Fund in connection with a Breach or Defect pursuant to Section 2.03, purchased from the Trust Fund pursuant to Section 3.16, or purchased from the Trust Fund pursuant to Section 9.01;

(iv) the portion of Unscheduled Payments allocable to principal of the Trust Loan received during the Collection Period;

(v) the principal component of any Balloon Payment and any other principal payment on the Trust Loan received on or after the Maturity Date thereof, to the extent received during the Collection Period;

(vi) all other Principal Prepayments on the Trust Loan received in the related Collection Period;

(vii) any indemnification payment made by any Loan Seller as a result of a Material Breach or Material Document Defect pursuant to Section 2.03(e) to the extent that such amount was transferred into the Collection Account pursuant to Section 3.05(a)(xi) during the related Collection Period;

(viii) any other full or partial recoveries in respect of principal of the Trust Loan, including Net Insurance Proceeds, Net Liquidation Proceeds, Net Condemnation Proceeds and Net REO Proceeds received in the related Collection Period; and

(ix) the principal component of any late Monthly Payments or Unscheduled Payments on the Trust Loan received after the end of the Collection Period relating to such Distribution Date but prior to the close of business on the Business Day prior to the related Servicer Remittance Date;

(b) as reduced by the principal portion of all previously xxxxxxxxxxxx X&X Advances that are paid or reimbursed from the principal collections on the Trust Loan described in clause (a) of this definition.

The principal component of the amounts set forth above shall be determined in accordance with Section 1.02.

“Principal Prepayment”: Any payments of principal made by the Borrower on the Trust Loan that are received in advance of its scheduled Due Date and which are not accompanied by an amount of interest representing the full amount of scheduled interest due with respect to the related Loan Interest Accrual Period. Principal Prepayments include any payment of principal on the Whole Loan that is made out of remaining funds in the Cash Management Account in accordance with the Loan Agreement and the Co-Lender Agreement.

“Privileged Information”: Any (a) correspondence or other communications between the Directing Holder (or the Controlling Class) on the one hand, and the Special Servicer (or the Servicer), on the other

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hand, related to the Whole Loan if the Whole Loan becomes a Specially Serviced Loan or the exercise of the consent or consultation rights of the Directing Holder under this Agreement and the Co-Lender Agreement, (b) strategically sensitive information that the Special Servicer has reasonably determined could compromise the Trust’s position in any ongoing or future negotiations with the Borrower or other interested party and (c) information subject to attorney-client privilege; provided that the summary of any Final Asset Status Report prepared pursuant to this Agreement is deemed not to be Privileged Information (although no such summary shall be made available to any Borrower Related Party).

“Privileged Information Exception”: With respect to any Privileged Information, at any time (a) such Privileged Information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the party restricted from disclosing such Privileged Information (the “Restricted Party”), (b) it is reasonable and necessary for the Restricted Party to disclose such Privileged Information in working with legal counsel, auditors, taxing authorities or other governmental agencies, (c) such Privileged Information was already known to such Restricted Party and not otherwise subject to a confidentiality obligation and/or (d) the Restricted Party is required by law to disclose such information.

“Privileged Person”: A party to this Agreement, the Loan Sellers, a Rating Agency, a designee of the Depositor (including any financial market publisher), the Initial Purchasers, the Directing Holder (but only during any Subordinate Control Period and any Subordinate Consultation Period), the Companion Loan Holders or any other person who delivers a certification substantially in the form of Exhibit CC, any other person who delivers to the Certificate Administrator an Investor Certification (which may be provided by the Certificate Administrator upon request) and any NRSRO that delivers an NRSRO Certification to the 17g-5 Information Provider substantially in the form of Exhibit O to this Agreement, which Investor Certification and NRSRO Certification may be submitted electronically via the Certificate Administrator’s Website in a “click-through” format. For purposes of obtaining information or access to the Certificate Administrator’s Website, each Borrower Related Party shall be prohibited from obtaining such information or access pursuant to the terms of this Agreement (other than the Distribution Date Statement) and will not be considered Privileged Persons.

“Prohibited Party”: Any proposed Servicing Function Participant (a) that is listed on the Depositor’s Do Not Hire List or (b) for which the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee that seeks to retain such Servicing Function Participant has actual knowledge obtained by written notice or through actual experience that such party at any point prior to such hiring, assignment or transfer failed to comply with the Servicing Function Participant’s reporting obligations under Regulation AB with respect to any other securitization.

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

“Property Advance”: Any advance made by the Servicer or the Trustee, as applicable, in respect of Property Protection Expenses or any expenses incurred to protect, preserve and enforce the security for the Whole Loan or to pay taxes and assessments or insurance premiums with respect to the Property, to the extent the making of any such advance is specifically provided for in this Agreement, including, but not limited to, any advance made pursuant to Section 3.02 or Section 3.21, as applicable. Each reference to the payment or reimbursement of a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon at the Advance Rate. Notwithstanding anything to the contrary, “Property Advance” shall not include allocable overhead of the Servicer or the Special Servicer, as applicable, such as costs for office space, office equipment, supplies and related expenses, employee salaries and related expenses and similar internal costs and expenses or costs and expenses incurred by any such party in connection with its purchase of the Whole Loan or REO Property.

“Property Protection Expenses”: Any costs and expenses incurred by the Servicer or the Special Servicer pursuant to Section 3.04, Section 3.08(a), Section 3.10, Section 3.11, Section 3.15(a), Section

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3.15(b), Section 3.15(c), Section 3.16(c) or Section 3.24(a) or indicated herein as being payable as a Property Advance or as a cost or expense of the Trust Fund and the Companion Loan Holder but subject to the provisions of Section 1.02(e) or the Lower-Tier REMIC or Upper-Tier REMIC to be paid out of the Collection Account.

“PTCE”: Prohibited Transaction Class Exemption.

“Qualified Affiliate”: Any Person (a) that is organized and doing business under the laws of any state of the United States or the District of Columbia, (b) that is in the business of performing the duties of a servicer of mortgage loans, and (c) as to which 50% or greater of its outstanding voting stock or equity ownership interest are directly or indirectly owned by the Servicer or the Special Servicer, as applicable, or by any Person or Persons who directly or indirectly own equity ownership interests in the Servicer or the Special Servicer, as applicable.

“Qualified Bidder”: As defined in Section 7.01(a).

“Qualified Institutional Buyer”: A “qualified institutional buyer” within the meaning of Rule 144A.

“Qualified Insurer”: As used in Section 3.08: (a) an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated at least “A” by Fitch and “A-” or its equivalent by KBRA (or, if not rated by KBRA and/or Fitch, an equivalent (or higher) rating by at least two (2) NRSROs (which may include Fitch or KBRA)); (b) in the case of the fidelity bond and the errors and omissions insurance required to be maintained pursuant to Section 3.08(d), a company that shall have a claims paying ability rated at least equal to any one of the following: (i) “A-” or better by S&P, (ii) “A3” or better by Xxxxx’x, (iii) “A-” or better by Fitch, (iv) “A (low)” or better by DBRS Morningstar, (v) “A-:X” or better by A.M. Best or (vi) an equivalent rating by KBRA; and (c) in the case of clauses (i) and (ii), such other rating as to which a No Downgrade Confirmation has been obtained from each Rating Agency and, if applicable, each rating agency relating to an Other Securitization Trust for which the minimum rating set forth in the applicable clause is not satisfied.

“Qualified Mortgage”: An obligation that is a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2) that treats a defective obligation as a qualified mortgage), or any substantially similar successor provision.

“Qualified Replacement Special Servicer”: A replacement Special Servicer (a) that is a Qualified Servicer, (b) that is not the Operating Advisor or an affiliate of the Operating Advisor, (c) that is not obligated to pay the Operating Advisor (i) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, or (ii) for the appointment of the successor Special Servicer or the recommendation by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (d) that is not entitled to receive any compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement Special Servicer, (e) that is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders, (f) currently has a special servicer rating of at least “CSS3” or “CLLSS3” from Fitch or (g) KBRA has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a CMBS transaction serviced by the applicable servicer prior to the time of determination, if KBRA is the non-responding Rating Agency.

“Qualified Servicer”: As defined in Section 3.30.

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“Rated Final Distribution Date”: With respect to the Regular Certificates, the Distribution Date in December 2040.

“Rating Agency”: Any of Fitch and KBRA.

“Rating Agency Q&A Forum and Document Request Tool”: As defined in Section 3.14(d).

“Realized Loss”: With respect to any Distribution Date, the amount, if any, by which the aggregate Certificate Balance of the Principal Balance Certificates after giving effect to distributions of principal on such Distribution Date exceeds the Stated Principal Balance of the Trust Loan immediately following the Determination Date preceding such Distribution Date.

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

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

“Regular Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to, (a) for any Class of Principal Balance Certificates, interest for the related Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Class on the related Certificate Balance immediately prior to such Distribution Date; and (b) for the Class X Certificates, interest for the related Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Class on the related Notional Amount immediately prior to such Distribution Date.

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

“Regulation D”: Regulation D under the Act.

“Regulation S”: Regulation S under the Act.

“Regulation S Global Certificate”: Each of the Class A, Class X, Class B, Class C, Class D, Class E and Class F Certificates issued as such on the Closing Date and registered in the name of a nominee of the Depository, interest in which is to be held by Regulation S Investors.

“Regulation S Investor”: With respect to a transferee of an interest in a Regulation S Global Certificate, a transferee that acquires such interest pursuant to Regulation S.

“Regulation S Transfer Certificate”: As defined in Section 5.02(c)(i)(B).

“Relevant Servicing Criteria”: The Servicing Criteria applicable to each Reporting Servicer (as set forth, with respect to the Servicer and the Special Servicer, on Schedule I to this Agreement). For clarification purposes, multiple Reporting Servicers can have responsibility for the same Relevant Servicing Criteria and some of the Servicing Criteria will not be applicable to certain Reporting Servicers. With respect to a Servicing Function Participant engaged by the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, the term “Relevant Servicing Criteria” refers to the items of the Relevant Servicing Criteria applicable to the Servicer, the Special Servicer, the Certificate Administrator or the

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Trustee that engaged such Servicing Function Participant that are applicable to such Servicing Function Participant based on the functions it has been engaged to perform.

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

“REMIC Provisions”: Provisions of the federal income tax law relating to real estate mortgage investment conduits, which appear at Sections 860A through 860G of the Code, and related provisions, and regulations (including any applicable proposed regulations) and rulings promulgated thereunder, as the foregoing may be in effect from time to time.

“Remittance Amount”: For each distribution date that a Servicer is required to make a distribution to the Companion Loan Holder pursuant to Section 3.05(h), the amounts received by the Servicer (or, with respect to an REO Property, the Special Servicer) during the related Collection Period pursuant to the Co-Lender Agreement and available for payment after withdrawals from the Collection Account payable to the Companion Loan Holder pursuant to the Co-Lender Agreement.

“Rents from Real Property”: With respect to the REO Property, gross income of the character described in Section 856(d) of the Code, which income, subject to the terms and conditions of that Section of the Code in its present form, does not include:

(a) except as provided in Section 856(d)(4) of the Code or (6), any amount received or accrued, directly or indirectly, with respect to the REO Property, if the determination of such amount depends in whole or in part on the income or profits derived by any Person from such property (unless such amount is a fixed percentage or percentages of receipts or sales and otherwise constitutes Rents from Real Property);

(b) any amount received or accrued, directly or indirectly, from any Person if the Trust Fund owns directly or indirectly (including by attribution) a ten percent or greater interest in such Person determined in accordance with Sections 856(d)(2)(B) of the Code and (d)(5) of the Code;

(c) any amount received or accrued, directly or indirectly, with respect to the REO Property if any Person Directly Operates the REO Property;

(d) any amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a similar class in the same geographic market as the REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1) (whether or not such charges are separately stated); and

(e) rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of the REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in connection with, the lease.

“REO Account”: As defined in Section 3.15(b).

“REO Loan”: The Whole Loan if the Property has become an REO Property.

“REO Proceeds”: With respect to the REO Property and the REO Loan, all revenues received by the Special Servicer with respect to the REO Property or REO Loan which do not constitute Liquidation Proceeds.

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“REO Property”: The Property, if title to which has been acquired by the Special Servicer on behalf of the Trust Fund through foreclosure, deed-in-lieu of foreclosure or otherwise.

“Reportable Event”: As defined in Section 11.06.

“Reporting Requirements”: As defined in Section 11.12.

“Reporting Servicer”: As defined in Section 3.28.

“Repurchase Communication”: For purposes of Section 2.03(d) only, any communication, whether oral or written, which need not be in any specific form.

“Repurchase Price”: With respect to the Trust Loan if it is to be repurchased or purchased pursuant to Section 2.03(e) or Section 9.01, or if the Trust Loan becomes a Specially Serviced Loan or REO Loan that is to be sold pursuant to Section 3.16, an amount, calculated by the Servicer or the Special Servicer, as applicable, equal to:

(a) the outstanding principal balance of the Trust Loan as of the date of purchase; plus

(b) all accrued and unpaid interest on the Trust Loan at the Trust Note Rate in effect from time to time, to but not including the Due Date in the month of purchase (or, in the case of a purchase occurring after the Determination Date in the related month, to but not including the Due Date in the month immediately succeeding such purchase), but excluding any yield maintenance or other prepayment penalty; plus

(c) all related unreimbursed Property Advances and Administrative Advances plus accrued and unpaid interest on related Advances at the Advance Rate, and all Special Servicing Fees and Workout Fees allocable to the Trust Loan; plus

(d) any Liquidation Fee due pursuant to Section 3.12 allocable to the Trust Loan or Specially Serviced Loan; plus

(e) all Additional Trust Fund Expenses; plus

(f) if the Trust Loan (or REO Loan), or a portion thereof, is being purchased by a Loan Seller pursuant to the related Trust Loan Purchase Agreement, to the extent not otherwise included in the amount described in clause (c) of this definition, all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Defect giving rise to the repurchase obligation, including any such expenses arising out of the enforcement of the repurchase obligation, including, without duplication, any such expenses previously reimbursed from the Collection Account, plus accrued and unpaid interest thereon at the Advance Rate, to the extent payable to the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee.

For purposes of this Agreement, the “Repurchase Price” (i) in respect of a Companion Loan that is purchased by the Loan Seller shall be the repurchase price paid by the related Loan Seller under the related Other Pooling and Servicing Agreement or the applicable servicing agreement and (ii) with respect to a sale of an REO Property, the term Whole Loan or REO Loan shall be construed to include the Companion Loan.

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

“Repurchase Request Recipient”: As defined in Section 2.03(d).

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“Repurchase Request Rejection”: As defined in Section 2.03(d).

“Repurchase Request Withdrawal”: As defined in Section 2.03(d).

“Request for Release”: A request for a release signed by a Servicing Officer, substantially in the form of Exhibit E to this Agreement.

“Requesting Party”: As defined in Section 3.30(b).

“Reserve Accounts”: Reserve accounts, if any, established pursuant to the Mortgage or the Loan Agreement and any Escrow Account. Any Reserve Account may be a sub-account of a related Cash Collateral Account. Any Reserve Account shall be beneficially owned for federal income tax purposes by the Person who is entitled to receive the reinvestment income or gain thereon in accordance with the terms and provisions of the Whole Loan and Section 3.07, which Person shall be taxed on all reinvestment income or gain thereon. The Servicer shall be permitted to make withdrawals therefrom for deposit into the related Cash Collateral Account, if applicable, or the Collection Account or for the purposes set forth under the Loan Documents for the Whole Loan.

“Residual Certificates”: The Class R and Class LR Certificates, collectively.

“Resolution Extension Period”:

(a) For purposes of remediating a Material Breach with respect to the Trust Loan, the 90-day period following the end of the applicable Initial Resolution Period;

(b) For purposes of remediating a Material Document Defect with respect to the Trust Loan, if it is not a Specially Serviced Loan at the commencement of, and does not become a Specially Serviced Loan during, the applicable Initial Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the earlier of (i) the 90th day following the end of such Initial Resolution Period and (ii) the 45th day following the Loan Sellers’ receipt of written notice from the Servicer or the Special Servicer of the occurrence of any Servicing Transfer Event with respect to the Trust Loan subsequent to the end of such Initial Resolution Period;

(c) For purposes of remediating a Material Document Defect with respect to the Trust Loan, if it is a not a Specially Serviced Loan as of the commencement of the applicable Initial Resolution Period, but as to which a Servicing Transfer Event occurs during such Initial Resolution Period, the period commencing at the end of the applicable Initial Resolution Period and ending on, and including, the 90th day following the earlier of the end of such Initial Resolution Period and the Loan Sellers’ receipt of written notice from the Servicer or the Special Servicer of the occurrence of such Servicing Transfer Event; and

(d) For purposes of remediating a Material Document Defect with respect to the Trust Loan, if it is a Specially Serviced Loan as of the commencement of the applicable Initial Resolution Period, zero days; provided that, if the Loan Sellers did not receive written notice from the Servicer or the Special Servicer of the relevant Servicing Transfer Event as of the commencement of the applicable Initial Resolution Period, then such Servicing Transfer Event shall be deemed to have occurred during such Initial Resolution Period and clause (c) of this definition will be deemed to apply.

“Responsible Officer”: When used with respect to the Trustee or the Certificate Administrator, any officer of the Trustee or the Certificate Administrator, as the case may be, assigned to the Corporate Trust Office of such party; in each case, 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, in the case of any certification

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required to be signed by a Responsible Officer, such an officer whose name and specimen signature appears on a list of corporate trust officers furnished to the Servicer by the Trustee and the Certificate Administrator, as such list may from time to time be amended.

“Restricted Certificate”: As defined in Section 5.02(k).

“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 as of the time of the events in clauses (a), (b) and (c) below is also a holder of a related mezzanine loan (or any affiliate or agent thereof) or an owner in 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 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, (b) as to which foreclosure or enforcement proceedings against the related collateral have been initiated (and in respect of which, the Special Servicer has received notice thereof) or (c) at any time when any Servicing Transfer Event has occurred and is continuing with respect to the Whole Loan as a result of any determination by the Servicer or the Special Servicer that a default in the payment of principal or interest under the Whole Loan is reasonably foreseeable or there is a significant risk of such default.

“Restricted Period”: The 40-day period prescribed by Regulation S commencing on the later of (a) the date upon which the Certificates are first offered to institutions that are persons other than the Initial Purchasers and any other distributor (as defined in Regulation S) of the Certificates and (b) the Closing Date.

“Retaining Party”: The Third Party Purchaser, or any successor Holder of all or part of the Class HRR Certificates.

“Retaining Sponsor”: BANA, acting as retaining sponsor as such term is defined in the Credit Risk Retention Rule.

“Risk Retained Certificates”: The Class HRR Certificates.

“Risk Retained Certificate Safekeeping Account”: As defined in Section 5.02(a).

“Rule 144A”: Rule 144A under the Act.

“Rule 144A Global Certificate”: Each of the Class A, Class X, Class B, Class C, Class D, Class E and Class F Certificates issued as such on the Closing Date and registered in the name of a nominee of the Depository, interest in which is to be held by Qualified Institutional Buyers.

“Rule 15Ga-1 Notice”: As defined in Section 2.03(d).

“Rule 15Ga-1 Notice Provider”: As defined in Section 2.03(d).

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

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

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

“Securities Legend”: As defined in Section 5.02(c)(iii).

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

“Senior Trust Notes”: As defined in the Preliminary Statement. The Senior Trust Notes have an aggregate principal amount of $383,000,000.

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

“Servicer”: Xxxxx Fargo Bank, National Association, a national banking association, its successor in interest (in such capacity), or if any successor Servicer is appointed as herein provided, such successor Servicer or any successor master servicer appointed as herein provided.

“Servicer Prepayment Interest Shortfall Amount”: As defined in Section 3.17(c).

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

“Servicer Termination Event”: A Master Servicer Termination Event or Special Servicer Termination Event, as applicable.

“Servicer’s Website”: Shall mean the internet website maintained by the Servicer; initially located at “xxx.xxxxxxxxxx.xxx/xxx/xxxxxxxx”.

“Servicing Compensation”: With respect to any Collection Period, the related Servicing Fee, Prepayment Interest Excess (if any and to the extent any such Prepayment Interest Excess exceeds the amount of any Prepayment Interest Shortfalls) and any other fees, charges or other amounts payable to the Servicer under this Agreement for such period.

“Servicing Criteria”: The criteria set forth in paragraph (d) of Item 1122 of Regulation AB as such may be amended from time to time.

“Servicing Fee”: With respect to the Trust Loan or the Whole Loan, as the case may be, and for any Distribution Date, an amount per Certificate Interest Accrual Period equal to interest at the Servicing Fee Rate accrued on the Stated Principal Balance of the Trust Loan or the Whole Loan, as the case may be, as of the Due Date immediately preceding such Distribution Date (without giving effect to payments of principal on the Trust Loan or the Whole Loan, as the case may be, on such Due Date). The Servicing Fee shall be calculated in accordance with the provisions of Section 1.02(a). For the avoidance of doubt, the Servicing Fee shall be deemed for tax purposes as paid from the Lower-Tier REMIC.

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“Servicing Fee Rate”: (a) With respect to the Trust Loan, a master servicing fee rate equal to 0.00250% per annum, and (b) with respect to the Whole Loan, a primary servicing fee rate equal to 0.00250% per annum.

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

“Servicing Function Participant”: Any Person, other than the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee, that, within the meaning of Item 1122 of Regulation AB, is performing activities that address the Servicing Criteria, unless the Servicer has assumed responsibility for the servicing activity, as provided for under Regulation AB.

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

“Servicing Party”: As defined in Section 11.02.

“Servicing Released Bid”: As defined in Section 7.01(a).

“Servicing Retained Bid”: As defined in Section 7.01(a).

“Servicing Standard”: With respect to the Servicer (with respect to the Whole Loan while it is not a Specially Serviced Loan or REO Loan) and the Special Servicer (with respect to the Specially Serviced Loan or REO Loan) (in each case, directly or through one or more sub-servicers), to diligently service and administer the Whole Loan, Specially Serviced Loan or REO Loan for which each is responsible in the best interests of and for the benefit of all of the Certificateholders and the Companion Loan Holder (as a collective whole as if such Certificateholders and the Companion Loan Holder constituted a single lender), as determined by the Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment, in accordance with applicable law, the terms of this Agreement, the Loan Documents and the Co-Lender Agreement, and, to the extent not inconsistent with the foregoing, in accordance with the higher of the following standards of care:

(a) the same manner in which, and with the same care, skill, prudence and diligence with which, the Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, giving due consideration to the customary and usual standards of practice of prudent institutional commercial and multifamily mortgage loan servicers servicing their own mortgage loans with a view to the timely recovery of all payments of principal and interest under the Whole Loan or, if the Whole Loan is a Defaulted Mortgage Loan, the maximization of timely recovery of principal and interest on a net present value basis (determined in accordance with the Loan Documents or, in the event the Loan Documents are silent, at the Calculation Rate) on the Whole Loan, and the best interests of the Trust and the Certificateholders and the Companion Loan Holder (as a collective whole as if such Certificateholders and the Companion Loan Holder constituted a single lender), as determined by the Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment; and

(b) the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as the case may be, services and administers commercial and multifamily mortgage loans owned, if any, by the Servicer or the Special Servicer, as the case may be, with a view to the timely recovery of all

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payments of principal and interest under the Whole Loan or, if the Whole Loan is a Defaulted Mortgage Loan, the maximization of timely recovery of principal and interest on a net present value basis (determined in accordance with the Loan Documents or, in the event the Loan Documents are silent, at the Calculation Rate) on the Whole Loan, and the best interests of the Trust and the Certificateholders and the Companion Loan Holder (as a collective whole as if such Certificateholders and the Companion Loan Holder constituted a single lender), as determined by the Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment, but without regard to any potential conflict of interest arising from: (i) any relationship that the Servicer or the Special Servicer, as the case may be, or any Affiliate of the Servicer or the Special Servicer, may have with the Borrower, the Loan Sellers, the Companion Loan Holder, any other party to this Agreement or any Affiliate of the foregoing; (ii) the ownership of any Certificate, Companion Loan, or any mezzanine loan related to the Whole Loan by the Servicer or the Special Servicer, as the case may be, or any Affiliate of the Servicer or the Special Servicer; (iii) the Servicer’s obligation to make Advances; (iv) the Servicer’s or the Special Servicer’s, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction; (v) the ownership, servicing or management for others of the mezzanine loan or any other mortgage loans or mortgaged properties by the Servicer or the Special Servicer or any Affiliate of the Servicer or the Special Servicer, as applicable; and (vii) any debt that the Servicer or the Special Servicer or any Affiliate of the Servicer or the Special Servicer, as applicable, has extended to the Borrower or an Affiliate of the Borrower (including, without limitation, any mezzanine financing).

“Servicing Transfer Event”: An event specified in the definition of Specially Serviced Loan.

“Significant Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar year), the date that is fifteen (15) days after the distribution date under the related Other Pooling and Servicing Agreement occurring on or immediately following the 60^th day after the end of such calendar quarter.

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

“Similar Law”: As defined in Section 5.02(k).

“Sole Certificateholder”: Any Holder (or Holders, provided they act in unanimity) holding 100% of the then outstanding Certificates (excluding the Class R and Class LR Certificates), or an assignment of the Voting Rights thereof.

“Special Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.05(c), (b) notice of any request by at least 25% of the Voting Rights allocable to the Principal Balance Certificates to terminate and replace the Special Servicer pursuant to Section 3.22(b) and (c) notice of any request by at least 15% of the Voting Rights allocable to the Non-Reduced Certificates to terminate and replace the Operating Advisor pursuant to Section 6.11(m).

“Special Servicer”: Situs Holdings, LLC, a Delaware limited liability company, or if any successor special servicer is appointed as herein provided, such successor special servicer.

“Special Servicer Termination Event”: As defined in Section 7.01(b).

“Special Servicing Compensation”: With respect to the Whole Loan, any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other fees, charges or other amounts which shall be due to the Special Servicer.

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“Special Servicing Fee”: With respect to a Specially Serviced Loan (or REO Loan) for each calendar month (or portion thereof), the fraction of the Special Servicing Fee Rate applicable to such month, or portion thereof (determined using the same interest accrual methodology that is applied with respect to the Whole Loan Rate for such Specially Serviced Loan or REO Loan for such month) multiplied by the Stated Principal Balance of such Specially Serviced Loan as of the Due Date (without giving effect to all payments of principal on such Specially Serviced Loan or REO Loan on such Due Date) immediately preceding the applicable Distribution Date (or, in the event that a Principal Prepayment in full or an event described in clauses (a)-(g) under the definition of Liquidation Proceeds has occurred with respect to a Specially Serviced Loan or REO Loan on a date that is not a Due Date, on the basis of the actual number of days to elapse from and including the most recently preceding related Due Date to but excluding the date of such Principal Prepayment or Liquidation Proceeds event in a month consisting of thirty (30) days); provided however in no case shall such fee be greater than $750,000 per calendar year. For the avoidance of doubt, the Special Servicing Fee shall be deemed for tax purposes as paid from the Lower-Tier REMIC.

“Special Servicing Fee Rate”: A rate equal to 0.150% per annum.

“Specially Serviced Loan”: Subject to Section 3.23, the Whole Loan if:

(a) a payment default shall have occurred on the Whole Loan at its Maturity Date or, if the Maturity Date of the Whole Loan has been extended in accordance with this Agreement, a payment default occurs on the Whole Loan at such extended Maturity Date; provided that if (i) the Borrower is diligently seeking a refinancing commitment or sale of the Property (and delivers a statement to that effect, within thirty (30) days after such default, to the Servicer, which shall promptly deliver a copy to the Special Servicer), (ii) the Borrower continues to make its Assumed Scheduled Payment, and (iii) no other Servicing Transfer Event shall have occurred with respect to the Whole Loan, a Servicing Transfer Event will not occur until sixty (60) days beyond the Maturity Date, unless extended by the Special Servicer in accordance with the Loan Documents, this Agreement and the Co-Lender Agreement; and provided, further, that if the Borrower delivers to the Servicer (which shall promptly deliver a copy to the Special Servicer) on or before the 60th day after the related Maturity Date, a refinancing commitment, letter of intent or otherwise binding application for refinancing or similar document, in each case from a lender reasonably acceptable to the Servicer, or a signed purchase agreement reasonably acceptable to the Servicer, and the Borrower continues to make its Assumed Scheduled Payments (and no other Servicing Transfer Event shall have occurred with respect to the Whole Loan), a Servicing Transfer Event will not occur until the earlier of (1) 120 days beyond the related Maturity Date or extended Maturity Date and (2) the termination of such refinancing commitment, letter of intent or otherwise binding application for refinancing or similar document;

(b) any Monthly Payment (other than a Balloon Payment) or any amount due on a monthly basis as an Escrow Payment or reserve fund deposit, is sixty (60) days or more delinquent;

(c) the Servicer or Special Servicer determines in its reasonable business judgment, exercised in accordance with the Servicing Standard, that (x) a default consisting of a failure to make a payment of principal or interest is reasonably foreseeable or there is a significant risk of such default or (y) any other default that is likely to impair the use or marketability of the Property or the value of the Property as security for the Whole Loan is reasonably foreseeable or there is a significant risk of such default, which monetary or other default, in either case, would likely continue unremedied beyond the applicable grace period (or, if no grace period is specified, for a period of sixty (60) days) and is not likely to be cured by the Borrower within sixty (60) days or, except as provided in clause (a) above, in the case of a Balloon Payment, for at least thirty (30) days;

(d) the Borrower has become a subject of a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or

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liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation of its affairs;

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

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

(g) a default, of which the Servicer or Special Servicer has notice (other than a failure by the Borrower to pay principal or interest) and that in the opinion of the Servicer or Special Servicer materially and adversely affects the interests of the Certificateholders or the Companion Loan Holder, occurs and remains unremedied for the applicable grace period specified in the Loan Documents (or if no grace period is specified for those defaults which are capable of cure, sixty (60) days);

(h) the Servicer or Special Servicer receives notice of the foreclosure or proposed foreclosure of any lien on the Property; or

(i) the Servicer or the Special Servicer receives actual notice that the Borrower has violated any “due-on-sale” or “due-on-encumbrance” provision in the related Loan Documents;

provided, however, that the Whole Loan will cease to be a Specially Serviced Loan (a “Corrected Loan”) (i) with respect to the circumstances described in clauses (a) and (b) above, when the Borrower has brought the Whole Loan current and thereafter made three consecutive full and timely Monthly Payments, including pursuant to any workout of the Whole Loan, (ii) with respect to the circumstances described in clauses (c), (d), (e), (f) and (h) above, when such circumstances cease to exist in the good faith judgment of the Special Servicer, or (iii) with respect to the circumstances described in clauses (g) and (i) above, when such default is cured (as determined by the Special Servicer in accordance with the Servicing Standard) or waived by the Special Servicer; provided, in each case, that at that time no circumstance exists (as described above) that would cause the Whole Loan to continue to be characterized as a Specially Serviced Loan.

“Startup Day”: In the case of the Upper-Tier REMIC and Lower-Tier REMIC, the day designated as such pursuant to Section 2.06(a).

“Stated Principal Balance”: With respect to the Trust Loan, a Companion Loan or the Whole Loan, on any date of determination, the principal balance as of the Cut-off Date of such Trust Loan, Companion Loan or Whole Loan, as reduced (to not less than zero) on each Distribution Date by (a) all payments (or P&I Advances or Companion Loan Advances in lieu thereof) of, and all other collections allocated as provided in Section 1.02 to, principal of or with respect to such Trust Loan, Companion Loan or Whole Loan, as applicable, that are distributed to Certificateholders on such Distribution Date or Companion Loan Holder on the related remittance date in the same calendar month as such Distribution Date or applied to any other payments required under this Agreement or the Co-Lender Agreement on or prior to such Distribution Date, and (b) any principal forgiven by the Special Servicer and other principal losses realized in respect of such Trust Loan, Companion Loan or Whole Loan during the related Collection Period.

The Trust Loan or the REO Loan shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which Liquidation Proceeds, if any, are to be (or, if no such Liquidation Proceeds are received, would have been) distributed to Certificateholders. The Stated Principal Balance of the Whole Loan with respect to which the Servicer or Special Servicer has made a Final Recovery Determination is zero.

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“Sub-Servicer”: Any Person engaged by the Servicer or the Special Servicer to perform Servicing with respect to the Whole Loan or REO Loan.

“Sub-Servicing Agreement”: The written contract between the Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the other hand, relating to servicing and administration of the Whole Loan as provided in Section 3.01(c).

“Sub-Servicing Entity”: As defined in Section 7.01(a).

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

“Subordinate Consultation Period”: Any period when both (a) the Certificate Balance of the Class F Certificates (taking into account the application of any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated to the Trust Loan to notionally reduce the Certificate Balance of such Certificates) is less than 25% of the initial Certificate Balance of the Class F Certificates and (b) the Certificate Balance of the Class F Certificates (without regard to the application of any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated to the Class F Certificates) is at least 25% of the initial Certificate Balance of the Class F Certificates. If the Directing Holder or the Majority Controlling Class Certificateholder become a Borrower Related Party, a Subordinate Consultation Period shall be deemed to be terminated (except for the purposes of determining whether the Directing Holder or a Controlling Class Certificateholder has the right to appoint the successor special servicer to a Special Servicer that has become a Borrower Related Party pursuant to Section 3.22(f)).

“Subordinate Control Period”: Any period when the Certificate Balance of the Class F Certificates (taking into account the application of any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated to the Trust Loan to notionally reduce the Certificate Balance of such Certificates) is at least 25% of the initial Certificate Balance of the Class F Certificates; provided that if at any time the Certificate Balances of the Class A, Class B, Class C, Class D and Class E Certificates have been reduced to zero as a result of the allocation of principal payments on the Trust Loan, then a Subordinate Control Period shall be deemed to then be in effect. If the Directing Holder or the Majority Controlling Class Certificateholder become a Borrower Related Party, a Subordinate Control Period shall be deemed to be terminated (except for the purposes of determining whether the Directing Holder or a Controlling Class Certificateholder has the right to appoint the successor special servicer to a Special Servicer that has become a Borrower Related Party pursuant to Section 3.22(f)).

“Subsequent Third Party Purchaser”: as defined in the Credit Risk Retention Compliance Agreement.

“Successful Bidder”: As defined in Section 7.01(a).

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

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“Terminated Party”: As defined in Section 7.01(d).

“Terminating Party”: As defined in Section 7.01(d).

“Termination Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01.

“Third Party Purchaser”: Core Credit Partners A LLC, or any Person that purchases the Class HRR Certificates in accordance with this Agreement and applicable laws and regulations.

“Third Party Reports”: With respect to the Property, the related Appraisal, Phase I Environmental Report, seismic report (if any), engineering report, structural report, property condition report or similar report, if any.

“Transfer”: Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R or Class LR Certificate.

“Transfer Restriction Period”: The period from the Closing Date to the earliest of (a) the date on which the Third Party Purchaser (or its “majority-owned affiliate” as defined in the Credit Risk Retention Rules) transfers all of the Class HRR Certificates to a Subsequent Third Party Purchaser in accordance with the Credit Risk Retention Compliance Agreement, (b) the date that is the latest of: (i) the date on which the total unpaid principal balance of the Trust Loan has been reduced to 33% of the total unpaid principal balance of the Trust Loan as of the Cut-off Date; (ii) the date on which the total outstanding Certificate Balance of the Certificates has been reduced to 33% of the total outstanding Certificate Balance of the Certificates as of the Closing Date; or (iii) two years after the Closing Date, (c) the date on which all of the Trust Loan has been defeased in accordance with the applicable risk retention requirements set forth in paragraph (b)(8)(i) of §246.7 of the Credit Risk Retention Rules or (d) subject to the consent of the Retaining Sponsor (which consent shall not be unreasonably withheld), the date on which the Credit Risk Retention Rules have been officially abolished or officially determined by the relevant regulatory authorities to be no longer applicable to this securitization or the Class HRR Certificates.

“Transferee Affidavit”: As defined in Section 5.02(l)(ii).

“Trust” or “Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of the Companion Loan Holder therein): (a) the Trust Loan, together with the Mortgage File relating thereto; (b) all scheduled or unscheduled payments on or collections in respect of the Trust Loan due after the Cut-off Date; (c) any REO Property; (d) all revenues received in respect of any REO Property; (e) any indemnities or guaranties given as additional security for the Trust Loan; (f) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts, and Reserve Accounts; (g) amounts on deposit in the Collection Account attributable to the Trust Loan as identified on the Trust Ledger, the Distribution Accounts, the Interest Reserve Account or the REO Account, including any reinvestment income, as applicable; (h) a security interest in any environmental indemnity agreements relating to the Property; (i) a security interest in all insurance policies with respect to the Trust Loan and the Property; (j) the rights and remedies under the Trust Loan Purchase Agreements relating to document delivery requirements with respect to the Trust Loan and the representations and warranties of the Loan Sellers regarding the Trust Loan; (k) the Lower-Tier Regular Interests; and (l) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts to the extent such interest belongs to the Borrower). The Trust shall be named “Grace Trust 2020-GRCE”.

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“Trust Ledger”: Amounts deposited in the Collection Account attributable to the Whole Loan, which are maintained pursuant to Section 3.06 and held on behalf of the Trustee on behalf of the Certificateholders and the Companion Loan Holder.

“Trust Loan”: As described, in the Preliminary Statement, the portion of the Whole Loan evidenced by the Senior Trust Notes and the Junior Notes, which is transferred and assigned to the Trustee pursuant to Section 2.01 and held in the Trust Fund. The Trust Loan originally so transferred, assigned and held is identified on the Mortgage Loan Schedule as of the Closing Date. The term “Trust Loan” also includes an REO Loan, unless the context clearly indicates otherwise.

“Trust Loan Purchase Agreements”: Each of the BANA Trust Loan Purchase Agreement, the Column Trust Loan Purchase Agreement, the GACC Trust Loan Purchase Agreement and the JPMCB Trust Loan Purchase Agreement.

“Trust Note Rate”: With respect to the Trust Loan and any Loan Interest Accrual Period, the weighted average (based on the outstanding principal balances of the Trust Notes) of the annual rates at which interest accrues on the Trust Notes during such period (in the absence of a default), as set forth in the related Trust Notes from time to time.

“Trust Notes”: As described, in the Preliminary Statement, collectively, as of any date of determination, the notes or other evidence of indebtedness and/or agreements evidencing the indebtedness of the Borrower under the Trust Loan including any amendments or modifications, or any renewal or substitution note, as of such date. As of the Cut-off Date, the Senior Trust Notes and the Junior Notes constitute the Trust Notes.

“Trust REMICs”: The Lower-Tier REMIC and the Upper-Tier REMIC.

“Trustee”: Wilmington Trust, National Association, a national banking association, in its capacity as Trustee, or its successor in interest, or any successor Trustee appointed as herein provided.

“Trustee/Certificate Administrator Fee”: With respect to the Trust Loan and for any Distribution Date, an amount per Certificate Interest Accrual Period equal to interest at the Trustee/Certificate Administrator Fee Rate accrued on the Stated Principal Balance of the Trust Loan as of the Due Date in the related Collection Period (without giving effect to payments of principal on the Trust Loan on such Due Date). The Trustee/Certificate Administrator Fee shall be calculated in accordance with the provisions of Section 1.02(a). A monthly fee shall be paid by the Certificate Administrator to the Trustee as the Trustee’s fee, which amount shall be paid from the Trustee/Certificate Administrator Fee.

“Trustee/Certificate Administrator Fee Rate”: A rate equal to 0.00450% per annum.

“Underwriter Exemption”: With respect to (a) BofA Securities, Inc., as Prohibited Transaction Exemption 93-31, 58 Fed. Reg. 28620 (May 14, 1993), (b) X.X. Xxxxxx Securities LLC, as Prohibited Transaction Exemption 2002-19, 67 Fed. Reg. 14,979 (March 28, 2002), as amended by Prohibited Transaction Exemption 2013-08, 78 Fed. Reg. 41090 (July 9, 2013), (c) Credit Suisse Securities (USA) LLC, Prohibited Transaction Exemption 89-90, 54 Fed. Reg. 42597 (October 17, 1989) and (d) Deutsche Bank Securities Inc., Department of Labor Final Authorization Number 97-03E (December 9, 1996), each as most recently amended by Prohibited Transaction Exemption 2013-08 and as further amended by the Department of Labor from time to time.

“Unscheduled Payments”: With respect to the Whole Loan and any Collection Period, all Net Liquidation Proceeds, all Net Condemnation Proceeds and Net Insurance Proceeds payable under the Trust Loan or the Whole Loan, as applicable, the Repurchase Price or purchase price if the Trust Loan is

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repurchased or purchased pursuant to Section 2.03(e), Section 3.16 or Section 9.01 or by a mezzanine lender, any indemnification payment made by the Loan Sellers as a result of a Material Breach or Material Document Defect pursuant to Section 2.03(e) and any other payments under or with respect to the Trust Loan or the Whole Loan, as applicable, not scheduled to be made, including Principal Prepayments received by the Servicer (but excluding Prepayment Premiums, if any) during such Collection Period.

“Updated Appraisal”: An Appraisal of the Property or REO Property, as the case may be, conducted subsequent to any appraisal performed on or prior to the Cut-off Date and in accordance with the Appraisal Institute standards, the costs of which shall be paid as a Property Advance by the Servicer. Updated Appraisals shall be conducted by an Independent MAI appraiser selected by the Special Servicer.

“Upper-Tier Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(d), which shall be entitled “Xxxxx Fargo Bank, National Association, as Certificate Administrator, for the benefit of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates, Series 2020-GRCE, Upper-Tier Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Upper-Tier Distribution Account shall be an asset of the Upper-Tier REMIC.

“Upper-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the Upper-Tier Distribution Account and amounts held therein from time to time.

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

“Voting Rights”: The portion of the voting rights of all Certificates that is allocated to any Certificateholder or Class of Certificateholders. At all times during the term of this Agreement, the percentage of Voting Rights assigned to each Class (other than the Class R and Class LR Certificates) shall be: (a) 98% to be allocated among the Certificateholders of the respective Classes of Principal Balance Certificates in proportion to the Certificate Balances of their Certificates, (b) 2% to be allocated among the Certificateholders of the Class X Certificates for as long as any of the Class X Certificates are outstanding, and (c) except as otherwise set forth in this Agreement with respect to any particular matter, 0%, in the case of the Class R and Class LR Certificates. Voting Rights allocated to a Class of Certificates shall be allocated among Certificateholders of such Class in proportion to their respective Percentage Interests.

“Whole Loan”: As defined in the Preliminary Statement. References herein to the Whole Loan shall be construed to refer to the aggregate indebtedness under each Senior Note and each Junior Note.

“Whole Loan Rate”: With respect to the Whole Loan and any Loan Interest Accrual Period, the weighted average (based on the outstanding principal balances of the Notes) of the annual rates at which interest accrues on the Notes during such period (in the absence of a default), as set forth in the Notes from time to time.

“Withheld Amount”: With respect to the Trust Loan and with respect to each Distribution Date occurring in January of each calendar year that is not a leap year and February of each calendar year, unless

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in either case such Distribution Date is the final Distribution Date, an amount equal to one day’s interest at the Net Trust Note Rate on the Stated Principal Balance as of the Due Date in the month preceding the month in which such Distribution Date occurs, to the extent that a Monthly Payment or a P&I Advance is made in respect thereof.

“Workout Fee”: An amount equal to 0.25% of each collection of interest and principal (including scheduled payments, prepayments (provided that a repurchase by a Loan Seller of its respective Loan Seller Transferred Interest in the Trust Loan due to a Material Document Defect or a Material Breach shall not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding late payment charges and Default Interest) received if the Whole Loan is a Specially Serviced Loan that becomes a Corrected Loan for so long as it remains a Corrected Loan, pursuant to Section 3.12(c), subject to a cap of $1,250,000; provided, that no Workout Fee shall be payable by the Trust with respect to any Corrected Loan if and to the extent that the Corrected Loan (a) became a Specially Serviced Loan under clause (c) of the definition of “Specially Serviced Loan” and no event of default actually occurs, unless the Whole Loan is modified by the Special Servicer in accordance with the terms of this Agreement or the Whole Loan subsequently qualifies as a Specially Serviced Loan for a reason other than under clause (c) of the definition thereof, or (b) in connection with the purchase of a Specially Serviced Loan that is subject to mezzanine indebtedness by the holder of the related mezzanine loan within ninety (90) days after the first time that such holder’s option to purchase the Whole Loan becomes exercisable (provided, that for the avoidance of doubt, if there are one or more purchase notices that are delivered subsequent to the initial purchase notice, as long as the event that resulted in the first purchase notice (or the preceding purchase notice) has, within the 90-day period from the date the applicable purchase notice was given to such holder of a mezzanine loan, ceased, been cured, been waived by the Servicer or the Special Servicer in writing, or otherwise was no longer in effect during such period, such 90-day period will commence on the date of any subsequent purchase notice given to such holder of a mezzanine loan); provided, further that if the Whole Loan becomes a Specially Serviced Loan only because of an event described in clause (a) of the definition of “Specially Serviced Loan” and the related collection of principal and interest is received within three (3) months following the related maturity date as a result of the Whole Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled to collect a Workout Fee out of the proceeds received in connection with such workout if such fee would reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the Borrower and retain (i) a workout fee, (ii) such other fees as are provided for in the Loan Documents and (iii) other appropriate fees in connection with such workout. The total amount of Workout Fees payable by the Trust with respect to the Corrected Loan and with respect to any particular workout (assuming, for the purposes of this calculation, that the Corrected Loan continues to perform throughout its term in accordance with the terms of the related workout) shall be reduced by the amount of any and all Offsetting Modification Fees received by the Special Servicer as additional servicing compensation relating to the Corrected Loan; provided that the Special Servicer shall be entitled to collect such Workout Fees from the Trust until such time it has been fully paid such reduced amount. For the avoidance of doubt, the Loan Sellers shall pay a Workout Fee in connection with a repurchase to the extent the Special Servicer was entitled to such a fee and such fee was unpaid immediately prior to such repurchase or was previously paid by the Trust and was not reimbursed by the Borrower immediately prior to such repurchase. In furtherance of the foregoing, upon the Specially Serviced Loan becoming a Corrected Loan, the Special Servicer shall provide the Servicer with a calculation of the total amount of Workout Fees expected to be payable by the Trust with respect to the Corrected Loan throughout its term (which calculation shall be reasonably acceptable to the Servicer) and the total amount of Offsetting Modification Fees received by the Special Servicer.

Section 1.02 Certain Calculations. Unless otherwise specified herein, the following provisions shall apply:

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(a) All calculations of interest with respect to the Whole Loan (and of Advances in respect thereof) provided for herein shall be made on Actual/360 Basis. The Servicing Fee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee and the CREFC^®License Fee for the Trust Loan shall accrue on the same basis as interest accrues on the Whole Loan. Each Class of Regular Certificates will accrue interest on a 30/360 basis.

(b) Any Whole Loan payment is deemed to be received on the date such payment is actually received by the Servicer or the Certificate Administrator; provided, however, that for purposes of calculating distributions on the Certificates and Prepayment Interest Excess, Principal Prepayments with respect to the Whole Loan are deemed to be received on the date they are applied in accordance with Section 3.01(b) to reduce the Stated Principal Balance of the Whole Loan on which interest accrues.

(c) Except as otherwise provided in the Loan Documents or the Co-Lender Agreement, any amounts received in respect of the Whole Loan as to which a default has occurred and is continuing in excess of Monthly Payments shall be applied to Default Interest and other amounts due on the Whole Loan prior to the application to late fees.

(d) Allocations of payments between the Trust Loan and the related Companion Loan shall be made in accordance with the Co-Lender Agreement.

(e) All amounts collected by or on behalf of the Trust in respect of the Whole Loan in the form of payments from the Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive of any amounts payable to the Companion Loan Holder pursuant to the Co-Lender Agreement) shall be allocated to amounts due and owing under the Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the Loan Documents and the Co-Lender Agreement; provided, however, that absent such express provisions, all such amounts collected (exclusive of any amounts payable to the Companion Loan Holder pursuant to the Co-Lender Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Whole Loan in the following order of priority:

(i) as a recovery of any unreimbursed Advances with respect to the Trust Loan or Whole Loan with respect to Property Advances or Nonrecoverable Advances and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to the Whole Loan (including Special Servicing Fees, Liquidation Fees and Workout Fees previously paid by the Trust from general collections);

(ii) as a recovery of Nonrecoverable Advances and any interest at the Advance Rate thereon, to the extent previously allocated to principal collections with respect to the Trust Loan or Whole Loan, as applicable;

(iii) to the extent not previously allocated pursuant to clause (i) and clause (ii) above, as a recovery of accrued and unpaid interest on the Trust Loan (exclusive of Default Interest) to the extent of the excess of (A) accrued and unpaid interest on the Trust Loan at the Trust Note Rate to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Payment from the Borrowers, through the related Due Date), over (B) the sum of (1) after taking into account any allocations pursuant to Section 1.02(f)(v) on earlier dates, the aggregate portion of the accrued and unpaid interest described in clause (A) of this Section 1.02(e)(iii) that (a)(x) was not advanced because of the reductions (if any) in the amount of the interest portion of the related P&I Advances for the Trust Loan that have theretofore occurred under Section 4.07(e) in connection with Appraisal Reduction Amounts with respect to any accrued and unpaid interest or (y) was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, but (in the case of this clause (y)) only up to the amount of interest that

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(absent such determination of nonrecoverability preventing such P&I Advance from being made) would nonetheless not have been advanced because of the reductions in the amount of the related P&I Advances for the Trust Loan that would have occurred in connection with related Appraisal Reduction Amounts, and (b) Accrued AB Loan Interest allocable to the Trust Loan;

(iv) to the extent not previously allocated pursuant to clause (i) and clause (ii) above, as a recovery of principal of the Trust Loan then due and owing, including by reason of acceleration of the Trust Loan following a default thereunder (or, if the Trust Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

(v) as a recovery of (a) accrued and unpaid interest on the Trust Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of P&I Advances for the Trust Loan that have occurred under Section 4.07(e) in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advances not having been made as a result of a determination that such P&I Advances would have been Nonrecoverable Advances, and (b) Accrued AB Loan Interest (in each of clause (a) and (b), to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);

(vi) as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to the Whole Loan (and allocable to the Trust Loan);

(vii) as a recovery of any other reserves to the extent then required to be held in escrow with respect to the Whole Loan (and allocable to the Trust Loan);

(viii) as a recovery of any Prepayment Premiums then due and owing under the Trust Loan;

(ix) as a recovery of any late payment charges and Default Interest then due and owing under the Whole Loan (and allocable to the Trust Loan);

(x) as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the Whole Loan;

(xi) as a recovery of any other amounts then due and owing under the Trust Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees); and

(xii) as a recovery of any remaining principal of the Trust Loan to the extent of its entire remaining unpaid principal balance;

provided that, to the extent required under the REMIC Provisions of the Code, payments or proceeds received with respect to any partial release of the Property (including following a condemnation) at a time when the loan-to-value ratio of the Whole Loan exceeds 125% (based solely on the value of real property and excluding personal property and going concern value) must be allocated to reduce the principal balance of the Whole Loan in the manner permitted by such REMIC Provisions.

(f) Collections by or on behalf of the Trust in respect of the REO Property (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of the REO Property and exclusive of any amounts payable to the Companion Loan Holder

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pursuant to the Co-Lender Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the Whole Loan in the following order of priority:

(ii) as a recovery of Nonrecoverable Advances and any interest at the Advance Rate thereon to the extent previously allocated to principal collections with respect to the Trust Loan or Whole Loan, as applicable;

(iii) to the extent not previously allocated pursuant to clause (i) and clause (ii) above, as a recovery of accrued and unpaid interest on the Trust Loan (exclusive of Default Interest) to the extent of the excess of (A) accrued and unpaid interest on the Trust Loan at the Trust Note Rate to, but not including, the date of receipt by or on behalf of the Trust (or, in the case of a full Monthly Payment from the Borrowers, through the related Loan Payment Date), over (B) the sum of (1) after taking into account any allocations pursuant to Section 1.02(f)(v) or Section 1.02(e)(v) on earlier dates, the aggregate portion of the accrued and unpaid interest described in clause (i) of this Section 1.02(f)(iii) that (a)(x) was not advanced because of the reductions (if any) in the amount of the interest portion of the related P&I Advances for the Trust Loan that have occurred in connection with related Appraisal Reduction Amounts with respect to any accrued and unpaid interest or (y) was not advanced due to a determination that the related P&I Advance would be a Nonrecoverable Advance, but (in the case of this clause (y)) only up to the amount of interest that (absent such determination of nonrecoverability preventing such P&I Advance from being made) would nonetheless not have been advanced because of the reductions in the amount of the related P&I Advances for the Trust Loan that would have occurred in connection with related Appraisal Reduction Amounts, and (2) Accrued AB Loan Interest allocable to the Trust Loan;

(iv) to the extent not previously allocated pursuant to clause (i) and clause (ii) above, as a recovery of principal of the Trust Loan to the extent of its entire unpaid principal balance;

(v) as a recovery of (a) accrued and unpaid interest on the Trust Loan to the extent of the cumulative amount of the reductions (if any) in the amount of the interest portion of P&I Advances for the Trust Loan that have occurred under Section 4.07(e) in connection with related Appraisal Reduction Amounts or would have occurred in connection with related Appraisal Reduction Amounts but for such P&I Advances not having been made as a result of a determination that such P&I Advances would have been Nonrecoverable Advances and (b) Accrued AB Loan Interest (in each of clause (a) and (b), to the extent that collections have not theretofore been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) or Section 1.02(e)(v) on earlier dates);

(vi) as a recovery of any Prepayment Premium then due and owing under the Trust Loan;

(vii) as a recovery of any late payment charges and Default Interest then due and owing under the Whole Loan (and allocable to the Trust Loan);

(viii) as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the Whole Loan; and

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(ix) as a recovery of any other amounts then due and owing under the Trust Loan other than remaining unpaid principal (if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees).

(g) The applications of amounts received in respect of the Trust Loan pursuant to Section 1.02(e) shall be determined by the Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of the Trust Loan or any REO Property pursuant to Section 1.02(f) shall be determined by the Special Servicer in accordance with the Servicing Standard.

(h) All net present value calculations and determinations made hereunder with respect to the Trust Loan or the Property or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made in accordance with the Loan Documents or, in the event the related Loan Documents are silent, using the Calculation Rate.

(i) 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 Whole Loan in a manner that would be inconsistent with the allocation and payment priorities set forth above in Sections 1.02(e) and (f) or in the Co-Lender Agreement.

Section 1.03 Certain Constructions. For purposes of this Agreement, references to the most or next most subordinate Class of Certificates outstanding at any time shall mean the most or next most subordinate Class of Certificates then outstanding as among the Class A, Class X, Class B, Class C, Class D, Class E, Class F and Class HRR Certificates. For purposes of this Agreement, each Class of Certificates (other than the Class LR and Class R Certificates) shall be deemed to be outstanding only to the extent its respective Certificate Balance or Notional Amount, as applicable, has not been reduced to zero. For purposes of this Agreement, the Class R and Class LR Certificates shall be outstanding so long as the Trust Fund has not been terminated pursuant to Section 9.01 or any other Class of Certificates remains outstanding.

Article II

CONVEYANCE OF the MORTGAGE LOAN;
ORIGINAL ISSUANCE OF CERTIFICATES

Section 2.01 Conveyance of the Trust Loan; Assignment of Trust Loan Purchase Agreements. (a) The Depositor, concurrently with the execution and delivery hereof on the Closing Date, does hereby establish a trust designated as “Grace Trust 2020-GRCE”, appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Depositor in and to the Trust Loan, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, and a security interest in all Reserve Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent included or to be included in the Trust Fund for the benefit of the Certificateholders and the Companion Loan Holder. Such transfer and assignment includes all interest and principal due on or with respect to the Trust Loan after the Cut-off Date. The Depositor, concurrently with the execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein), for the benefit of the Certificateholders, all the right, title and interest of the Depositor in, to and under the Trust Loan Purchase Agreements as provided therein (excluding Sections 6(f)-(h) and 9 of the Trust Loan Purchase Agreements), and excluding the Depositor’s rights and remedies under the BANA Indemnification Agreement, the Column Indemnification

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Agreement, the GACC Indemnification Agreement and the JPMCB Indemnification Agreement to the extent related to the Trust Loan. The Depositor shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts relating to the Whole Loan to be transferred to and held in the name of the Servicer on behalf of the Trustee as successor to the Loan Sellers.

In connection with such transfer and assignment, the Depositor does hereby deliver to, and deposit with, the Custodian, with copies to the Servicer and the Special Servicer, the following documents or instruments with respect to the Whole Loan so assigned (provided, however, that the original of documents specified in item (xix) shall be delivered to the Servicer):

(i) each original Trust Note, evidencing a portion of the related Loan Seller’s Loan Seller Transferred Interest in the Trust Loan, bearing, or accompanied by, all prior or intervening endorsements, endorsed by the most recent endorsee prior to the Trustee or, if none, by the applicable Originator, without recourse, either in blank or to the order of the Trustee in the following form: “Pay to the order of Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates, Series 2020-GRCE without recourse”;

(ii) the original (or a copy thereof certified from the applicable recording office) of the Mortgage and, if applicable, the originals (or copies thereof certified from the applicable recording office) of any intervening assignments thereof showing a complete chain of assignment from the Originators of the Whole Loan to the most recent assignee of record thereof prior to the Trustee, if any, in each case with evidence of recording indicated thereon;

(iii) an original Assignment of Mortgage, in recordable form, executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originators, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates (and the Companion Loan Holder)”;

(iv) (A) an original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originators of the Whole Loan to the most recent assignee thereof prior to the Trustee, if any; and (B) an original assignment of any related security agreement (if such item is a document separate from the Mortgage) executed by the most recent assignee thereof prior to the Trustee or, if none, by the Originators, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates”, which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause (iii) above;

(v) (A) stamped or certified copies of any UCC financing statements and continuation statements which were filed in order to perfect (and maintain the perfection of) any security interest held by the Originators of the Whole Loan (and each assignee of record prior to the Trustee) in and to the personalty of the Borrower at the Property (in each case with evidence of filing or recording thereon) and which were in the possession of the Loan Sellers (or their agents) at the time the Mortgage File was delivered to the Custodian, together with original UCC-2 or UCC-3 assignment of financing statements showing a complete chain of assignment from the secured party named in such UCC-1 financing statement to the most recent assignee of record thereof prior to the Trustee, if any, and (B) if any such security interest is perfected and the earlier UCC financing statements and continuation statements were in the possession of the Loan Sellers, an assignment of UCC financing statement by the most recent assignee of record prior to the Trustee or, if none, by the

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Originators, evidencing the transfer of such security interest, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates (and the Companion Loan Holder)”; provided that other evidence of filing or recording reasonably acceptable to the Trustee may be delivered in lieu of delivering such UCC financing statements including, without limitation, evidence of such filed or recorded UCC financing statement as shown on a written UCC search report from a reputable search firm, such as CSC/LexisNexis Document Solutions, Corporation Service Company, CT Corporation System and the like or printouts of on-line confirmations from such UCC filing or recording offices or authorized agents thereof;

(vi) the original or a copy of the Loan Agreement relating to the Whole Loan;

(vii) the original or a copy of the lender’s title insurance policy issued in connection with the origination of the Whole Loan, together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the issuance of such policy, insuring the lien of the Mortgage on the Property, or, subject to Section 2(d) of the Trust Loan Purchase Agreements, a “marked up” commitment to insure marked as binding and countersigned by the related insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title insurance company), or, subject to Section 2(d) of the Trust Loan Purchase Agreements, an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company;

(viii) (A) the original or a copy of the related Assignment of Leases and Rents (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originators of the Whole Loan to the most recent assignee of record thereof prior to the Trustee, if any, in each case with evidence of recording thereon; and (B) an original or copy of an assignment of any related Assignment of Leases and Rents (if such item is a document separate from the Mortgage), in recordable form (except for missing recording information and, if delivered in blank, except for the name of the assignee), executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originators, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates (and the Companion Loan Holder)”, which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause (iii) above;

(ix) the original or a copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining to the Property required in connection with origination of the Whole Loan, if any;

(x) an original or a copy of the Assignment of Management Agreement and originals or copies of the currently effective Management Agreement, if any, for the Property;

(xi) the original or copy of any ground leases, if applicable, and any related lessor estoppel or similar agreement or a copy thereof, if any;

(xii) an original assignment of agreements, licenses, permits and contracts, executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originators, either in blank or in favor of the Trustee in the following form: “Wilmington Trust, National Association, as Trustee, for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates (and the Companion Loan Holder)”;

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(xiii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts or a copy thereof and the assignment thereof to the Trustee (in such capacity, for the benefit of the Certificateholders and the Companion Loan Holder);

(xiv) if any related Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, (A) a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest in the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein, and (B) UCC-3 assignments of financing statements assigning such UCC-1 financing statements to the Trustee (in such capacity, for the benefit of the Certificateholders and the Companion Loan Holder);

(xv) originals or copies of all assumption, modification, written assurance and substitution agreements, with evidence of recording thereon if appropriate, in those instances where the terms or provisions of the Mortgage, Trust Notes or any related security document have been modified or the Whole Loan has been assumed;

(xvi) the original or a copy of any guaranty of the obligations of the Borrower under the Whole Loan together with, as applicable, (A) the original or copies of any intervening assignments of such guaranty showing a complete chain of assignment from the Originators of the Whole Loan to the most recent assignee thereof prior to the Trustee, if any, and (B) an original assignment of such guaranty executed by the most recent assignee thereof prior to the Trustee or, if none, by the Originators;

(xvii) [reserved];

(xviii) a copy of the Co-Lender Agreement and any mezzanine loan intercreditor agreement;

(xix) the original (or copy, if the original is held by the Servicer pursuant to Section 2.01(c)) of any letter of credit held by the lender as beneficiary or assigned as security for the Whole Loan; and

(xx) an original or a copy of the Cash Management Agreement;

provided that whenever the term “Mortgage File” is used to refer to documents actually received by the Depositor or the Custodian, such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually so received. The original assignments referred to in clauses (iii), (iv)(B), (viii)(B) and (xvi)(B) above, may be in the form of one or more instruments in recordable form in any applicable filing or recording offices.

On or prior to the Closing Date, the Loan Sellers shall retain a third party vendor (which may be the Trustee or the Custodian) to complete the assignment and recordation or filing of the Loan Documents in the name of the Trustee on behalf of the Certificateholders and the Companion Loan Holder. On or promptly following the Closing Date, the Loan Sellers shall (A) promptly deliver or cause to be delivered to such third party vendor recorded copies of the Mortgage and the documents described in Section 2.01(a)(v)(A), (viii)(A) and (xiv)(A) and (B) cause such third party vendor, at the expense of the Loan Sellers (in proportion to their respective Loan Seller Percentage Interest in the Trust Loan), (1) to promptly prepare and record (in favor of the Trustee, for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates) in the appropriate public recording office in no event

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later than thirty (30) Business Days following the receipt thereof, the Assignment of Mortgage referred to in Section 2.01(a)(iii) which has not yet been submitted for recording; and (2) to prepare and file in the appropriate public filing office each UCC assignment of financing statement referred to in Section 2.01(a)(v)(B) and (xiv)(B) which has not yet been submitted for filing or recording in no event later than sixty (60) days following the receipt thereof. Each such document shall reflect that the recorded original should be returned by the public recording office to the Custodian or its designee following recording, and each such document shall reflect that the file copy thereof should be returned to the Custodian or its designee following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Assignment of Leases and Rents, if applicable, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument in respect of the Whole Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Loan Sellers shall promptly prepare or cause the preparation of a substitute thereof or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Custodian for recording or filing, as appropriate, at the expense of the Loan Sellers (as set forth in the Trust Loan Purchase Agreements). The Loan Sellers shall, promptly upon receipt of the original recorded or filed copy (and in no event later than five (5) Business Days following such receipt) deliver such original to the Custodian, with evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Assignment of Leases and Rents, if applicable, after any has been recorded, the obligations of the Loan Sellers under the Trust Loan Purchase Agreements shall be deemed to have been satisfied upon delivery to the Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage or Assignment of Leases and Rents, if applicable.

If the Loan Sellers cannot deliver, or cause to be delivered, as to the Whole Loan, the original or a copy of the related lender’s title insurance policy referred to in Section 2.01(a)(vii) solely because such policy has not yet been issued, the delivery requirements of this Section 2.01 will be deemed to be satisfied as to such missing item, and such missing item will be deemed to have been included in the Mortgage File by delivery to the Custodian of a binder marked as binding and countersigned by the title insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title insurance company) or an acknowledged closing instruction or escrow letter, and the Loan Sellers shall be required to deliver to the Custodian, promptly following the receipt thereof, the original related lender’s title insurance policy (or a copy thereof). Copies of recorded or filed Assignments of Mortgage and UCC assignments of financing statements shall be held by the Custodian.

Subject to the third preceding paragraph, all original documents relating to the Whole Loan which are not delivered to the Custodian are and shall be held by the Depositor or the Servicer (or a Sub-Servicer on its behalf), as the case may be, in trust for the benefit of the Certificateholders and the Companion Loan Holder. In the event that any such original document is required pursuant to the terms of this Section to be a part of the Mortgage File in order to effectuate the purposes of this Agreement, such document shall be delivered promptly to the Custodian.

(b) In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby represents and warrants that it has directed, the Loan Sellers pursuant to the Trust Loan Purchase Agreements to deliver to and deposit with or cause to be delivered to and deposited with, (i) the Custodian, on or before the Closing Date, for the Trust Loan so assigned, among other things, the original Trust Notes, the original or a copy of the Mortgage and any intervening assignments thereof, the original or a copy of the title policy for the Whole Loan, a copy of any ground lease, if applicable, for the Whole Loan and an original (or copy, if the original is held by the Servicer pursuant to Section 2.01(c)) of any letters of credit held by the lender as beneficiary or assigned as security

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for the Whole Loan, and, within thirty (30) days following the Closing Date, the remaining applicable documents referred to in Section 2.01(a) for the Whole Loan, in each case with copies to the Servicer and (ii) the Servicer, on or before the Closing Date, all documents and records that are part of each applicable Servicing File. If the Loan Sellers cannot deliver, or cause to be delivered, as to the Trust Loan, the original Trust Notes, the Loan Sellers shall deliver a copy or duplicate original of such Trust Notes, together with an affidavit certifying that the original thereof has been lost or destroyed and an indemnification in favor of the Certificate Administrator, the Trustee and the Custodian.

If the Loan Sellers or the Depositor cannot deliver, or cause to be delivered, as to the Whole Loan, the original or a copy of any of the documents and/or instruments referred to in Section 2.01(a)(ii), Section 2.01(a)(viii)(A) and Section 2.01(a)(xv) and the UCC financing statements and UCC assignments of financing statements referred to in Section 2.01(a)(v)(A) and Section 2.01(a)(xiv)(A), with evidence of recording or filing thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, or because such original recorded or filed document has been lost or returned from the recording or filing office and subsequently lost, as the case may be, the delivery requirements of Section 2.01 shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the Mortgage File, provided that a copy of such document or instrument (without evidence of recording or filing thereon, but certified (which certificate may relate to multiple documents and/or instruments) by the applicable public recording or filing office, the applicable title insurance company or a Loan Seller to be a true and complete copy of the original thereof submitted for recording or filing, as the case may be) has been delivered to the Custodian within sixty (60) days after the Closing Date, and either the original of such missing document or instrument, or a copy thereof, with evidence of recording or filing, as the case may be, thereon, is delivered to the Custodian within 180 days after the Closing Date (or within such longer period after the Closing Date so long as the Loan Sellers have provided the Custodian with evidence of such recording or filing, as the case may be, or has certified to the Custodian as to the occurrence of such recording or filing, as the case may be, and is, as certified to the Custodian and the Trustee no less often than quarterly, in good faith attempting to obtain from the appropriate county recorder’s or filing office such original or copy, provided such extensions do not exceed twenty-four (24) months in the aggregate).

(c) Notwithstanding anything herein to the contrary, with respect to the documents referred to in Section 2.01(a)(xix), the Servicer shall hold the original of each such document in trust on behalf of the Trust in order to draw on such letter of credit on behalf of the Trust and each Loan Seller shall be deemed to have satisfied the delivery requirements of its respective Trust Loan Purchase Agreement and this Section 2.01 by delivering the original of each such document to the Servicer, which shall forward a copy of the applicable document to the Custodian. The Loan Sellers shall pay any costs of assignment or amendment of such letter of credit (which amendment shall change the beneficiary of the letter of credit to the Trust in care of the Servicer) required in order for the Servicer to draw on such letter of credit on behalf of the Trust. In the event that the documents specified in Section 2.01(a)(xix) are missing because the related assignment or amendment documents have not been completed, the Loan Sellers shall take all necessary steps to enable the Servicer to draw on the related letter of credit on behalf of the Trust including, if necessary, drawing on the letter of credit in its own name pursuant to written instructions from the Servicer and immediately remitting such funds (or causing such funds to be remitted) to the Servicer.

Section 2.02 Acceptance by Custodian and the Trustee. By its execution and delivery of this Agreement, the Trustee (a) acknowledges the assignment to it of the Trust Loan in good faith without notice of adverse claims and (b) declares that the Custodian holds and will hold such documents and all others delivered to it constituting the Mortgage File (to the extent the documents constituting the Mortgage File are actually delivered to the Custodian) for the Trust Loan assigned to the Trustee hereunder in trust, upon the conditions herein set forth, for the use and benefit of all present and future Certificateholders and the Companion Loan Holder.

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The Custodian hereby certifies to each of the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer and the Loan Sellers that except as identified in the Custodian’s closing date certification, which shall be delivered no later than two Business Days after the Closing Date, and which is attached as Exhibit N-1 to this Agreement, each Trust Note is in its possession and has been reviewed by the Custodian and (i) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (ii) appears to have been executed (where appropriate) and (iii) purports to relate to the Whole Loan and each of the documents specified in Section 2.01(a)(ii), Section 2.01(a)(vii) and, to the extent delivered, Section 2.01(a)(xix) have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn or mutilated or otherwise defaced, and that such documents relate to the Whole Loan identified in the Mortgage Loan Schedule. If the Custodian does not send a certification on the Closing Date, it shall send an email confirmation to the Trustee and the Servicer on the Closing Date that it has received the Trust Notes (or a copy or a lost note affidavit, as permitted), subject to any exceptions noted therein.

On or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which all material exceptions have been removed and (iii) the day on which the Loan Sellers have repurchased the Trust Loan), the Custodian shall review each Mortgage File and shall certify to each of the Depositor, the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, the Operating Advisor and the Loan Sellers in the form attached as Exhibit N-2 to this Agreement that all documents (other than documents referred to in clauses Section 2.01(a)(xix) and Section 2.01(a)(xx), which shall be delivered to the Servicer and the documents referred to in Section 2.01(a) (iii), (v)(B) and (viii) and the assignments of financing statements referred to in Section 2.01(a)(xiv), which shall be delivered for filing or recording by the Loan Sellers as provided herein) referred to in Section 2.01(a) above (in the case of the documents referred to in Section 2.01(a)(iv), (v), (vi), (vii) (in the case of any endorsement thereto), (viii) and (ix) through (xxi), as identified to it in writing as a document required to be delivered by the Loan Sellers) and any original recorded documents included in the delivery of the Mortgage File has been received, has been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and has not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Whole Loan. In so doing, the Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon.

If at the conclusion of such review any document or documents constituting a part of the Mortgage File has not been executed or received, has not been recorded or filed (if required), is unrelated to the Whole Loan, appear not to be what they purport to be or has been torn in any materially adverse manner or mutilated or otherwise defaced, the Custodian shall promptly so notify (in the form attached as Exhibit M to this Agreement) the Trustee, the Depositor, the Certificate Administrator, the Servicer, the Special Servicer, the Operating Advisor and the Loan Sellers by providing a written report, setting forth for the affected Whole Loan, with particularity, the nature of the defective or missing document. The Depositor shall or shall cause the Loan Sellers to deliver to the Custodian an executed, recorded or undamaged document, as applicable, or, if the failure to deliver such document in such form constitutes a Material Document Defect, the Depositor shall cause the Loan Sellers to cure, repurchase or make an indemnification payment with respect to the Trust Loan in the manner provided in Section 2.03(e). None of the Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee shall be responsible for any loss, cost, damage or expense to the Trust Fund resulting from any failure to receive any document constituting a portion of the Mortgage File noted on such a report or for any failure by the Depositor to use its best efforts to deliver any such document.

Contemporaneously with its execution of this Agreement, the Depositor shall cause each Loan Seller to deliver, a power of attorney substantially in the form of Exhibit C to the Trust Loan Purchase

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Agreements to the Servicer and Special Servicer, to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to the Trust Loan which has not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. Pursuant to each Trust Loan Purchase Agreement, the related Loan Seller shall be required to effect (at the expense of the related Loan Seller) the assignment and recordation of its interest under the Loan Documents until the assignment and recordation of all Loan Documents has been completed.

In reviewing any Mortgage File pursuant to the third preceding paragraph of Section 2.01, the Servicer shall have no responsibility to cause the Custodian or Trustee to, and the Custodian or Trustee will have no responsibility to, examine any opinions or determine whether any document is legal, valid, binding, sufficient, duly authorized or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine.

Section 2.03 Representations, Warranties and Covenants of the Depositor; Repurchase of Trust Loan. (a) The Depositor hereby represents and warrants that:

(i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware;

(ii) The Depositor has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Trust Loan in accordance with this Agreement;

(iii) This Agreement has been duly and validly executed and delivered by the Depositor and assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors’ rights generally, or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

(iv) The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with any provision of its certificate of incorporation or bylaws, or any law or regulation to which the Depositor is subject, or conflict with, result in a breach of or constitute a default under (or an event which with notice or lapse of time or both would constitute a default under) any of the terms, conditions or provisions of any agreement or instrument to which the Depositor is a party or by which it is bound, or any law, order or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;

(v) The certificate of incorporation of the Depositor provides that the Depositor is permitted to engage in only the following activities:

(A) to acquire, own, hold, sell, transfer, assign, pledge and otherwise deal with the following: (I) “fully-modified pass-through” certificates (“GNMA

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Certificates”) issued and guaranteed as to timely payment of principal and interest by the Government National Mortgage Association (“GNMA”), a wholly-owned corporate instrumentality of the United States within the Department of Housing and Urban Development organized and existing under Title III of the National Housing Act of 1934; (II) Guaranteed Mortgage Pass-Through Certificates (“FNMA Certificates”) issued and guaranteed as to timely payment of principal and interest by FNMA; (III) Mortgage Participation Certificates (“FHLMC Certificates”) issued and guaranteed as to timely payment of interest and ultimate or full payment of principal by FHLMC; (IV) any other participation certificates, pass-through certificates or other obligations or interests backed directly or indirectly by mortgage loans and issued or guaranteed by GNMA, FNMA or FHLMC (collectively with the GNMA Certificates, FNMA Certificates and FHLMC Certificates, the “Agency Securities”); (V) mortgage-backed securities, which securities need not be issued or guaranteed, in whole or in part, by any governmental entity, issued by one or more private entities (hereinafter referred to as “Private Securities”); (VI) mortgage loans secured by first, second or more junior liens on one-to-four family residential properties, multifamily properties that are either rental apartment buildings or projects containing five or more residential units or commercial properties, regardless of whether insured or guaranteed in whole or in part by any governmental entity, or participation interests or stripped interests in such mortgage loans (“Mortgage Assets”); (VII) conditional sales contracts and installment sales or loan agreements or participation interests therein secured by manufactured housing (“Contract”); and (VIII) receivables of third-parties or other financial assets of third-parties, either fixed or revolving, that by their terms convert into cash within a finite time period (“Other Assets”);

(B) to loan its funds to any person under loan agreements and other arrangements which are secured by Agency Securities, Private Securities, Mortgage Assets, Contracts and/or Other Assets;

(C) to authorize, issue, sell and deliver bonds or other evidences of indebtedness that are secured by Agency Securities, Private Securities, Mortgage Assets, Contracts and/or Other Assets;

(D) to authorize, issue, sell and deliver certificates evidencing beneficial ownership interests in pools of Agency Securities, Private Securities, Mortgage Assets, Contracts and/or Other Assets; and

(E) to engage in any activity and to exercise any powers permitted to corporations under the laws of the State of Delaware that are incident to the foregoing and necessary or convenient to accomplish the foregoing.

Capitalized terms defined in this clause (v) shall apply only to such clause;

(vi) There is no action, suit, proceeding or investigation pending or threatened against the Depositor in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of the Depositor to carry out its obligations under this Agreement;

(vii) No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Depositor of or compliance by the Depositor with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date; and

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(viii) The Trustee, if not the owner of the Trust Loan, will have a valid and perfected security interest of first priority in the Trust Loan and any proceeds thereof.

(b) The Depositor hereby represents and warrants with respect to the Trust Loan that:

(i) Immediately prior to the transfer and assignment to the Trustee, the Trust Notes and the Mortgage were not subject to an assignment or pledge, and the Depositor had good title to, and was the sole owner of, the Trust Loan and had full right to transfer and sell the Trust Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest;

(ii) The Depositor is transferring the Trust Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering the Trust Loan;

(iii) The related Assignment of Mortgage constitutes the legal, valid and binding assignment of the Mortgage from the Depositor to the Trustee; and

(iv) No claims have been made by the Depositor under the lender’s title insurance policy, and the Depositor has not done anything which would impair the coverage of such lender’s title insurance policy.

(c) It is understood and agreed that the representations and warranties set forth in this Section 2.03 shall survive delivery of the Mortgage File to the Custodian until the termination of this Agreement, and shall inure to the benefit of the Certificateholders, the Companion Loan Holder, the Certificate Administrator, the Trustee, the Custodian, the Servicer and the Special Servicer.

(d) If the Servicer or the Special Servicer (i) receives a Repurchase Communication of a request or demand for repurchase or replacement of the Trust Loan or any portion thereof because of a Breach or a Defect (each as defined below) (any such request or demand, 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), (ii) receives a Repurchase Communication of a withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”), (iii) receives a Repurchase Communication that the Loan Seller Transferred Interest of the Trust Loan that was subject to a Repurchase Request has been repurchased or replaced (a “Repurchase”), or (iv) receives a Repurchase Communication of the rejection of a Repurchase Request (a “Repurchase Request Rejection”), then such Person shall deliver written notice of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection (each such notice, a “Rule 15Ga-1 Notice”) to the Depositor and the related Loan Seller, in each case within ten Business Days from such party’s receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable; provided, however, that if the Servicer receives notice of a Repurchase Request Withdrawal or Repurchase Request Rejection from the Special Servicer, the Servicer shall have no obligation to deliver such notice to any other party.

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

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No Person that is required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.03(d) (a “Rule 15Ga-1 Notice Provider”) shall 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 will provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.03(d) is so provided only to assist the related Loan Seller, the Depositor and its 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 Rule 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.03(d) by a Rule 15Ga-1 Notice Provider, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider 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, the Certificate Administrator or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Servicer, if relating to a Performing Loan, or to the Special Servicer, if relating to a Specially Serviced Loan or REO Property, and include the following statement in the related correspondence: “This is a “[Repurchase Request][Repurchase Request Withdrawal]” under Section 2.03(d) of the Trust and Servicing Agreement relating to the Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with the procedures set forth in this Section 2.03(d) with respect to such Repurchase Request or Repurchase Request Withdrawal. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.02 in connection with its review of the Mortgage File.

(e) A “Defect” shall exist with respect to the Trust Loan if any document constituting a part of the Mortgage File and required to be delivered by a Loan Seller has not been delivered within the time periods provided for in the related Trust Loan Purchase Agreement, has not been properly executed, is missing, does not appear to be regular on its face or contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule. A “Breach” shall mean a breach of any representation or warranty of a Loan Seller made pursuant to the related Trust Loan Purchase Agreement with respect to the Trust Loan. If any party hereto discovers or receives notice of a Defect or a Breach, and if such Defect is a Material Document Defect or such Breach is a Material Breach, as applicable, then such party, on behalf of the Trust Fund, shall upon its actual knowledge thereof notify the Loan Sellers, the other parties hereto and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)) and the Companion Loan Holder. If any such Defect or Breach materially and adversely affects the value of the Trust Loan, the value of the Property or the interests of the Trust in the Trust Loan hereunder or causes the Trust Loan to be other than a Qualified Mortgage, then such Defect shall constitute a “Material Document Defect” or such Breach shall constitute a “Material Breach,” as the case may be; provided, however, that if any of the documents specified in Section 2.01(a)(i), (ii), (vii) and (xix) are not delivered as required in each Trust Loan Purchase Agreement and certified as missing pursuant to Section 2.02, it shall be deemed a Material Document Defect; provided, further, that no Defect (except as provided in the immediately preceding proviso and Defects that cause 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 the Defect exists is required in connection with an imminent enforcement of the lender’s rights or remedies under the Trust Loan, defending any claim asserted by the Borrower or a third party with respect to the Trust Loan,

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establishing the validity or priority of any lien on any collateral securing the Trust Loan or for any immediate significant servicing obligation. The Custodian, the Certificate Administrator and the Trustee shall not be required to make any such determination absent written notice or direction from Certificateholders in accordance with Section 8.02(a)(iii). Promptly upon receiving written notice of any such Material Document Defect or Material Breach with respect to the Trust Loan, accompanied by a written demand to take the actions contemplated by this sentence from the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator or the Custodian, on behalf of the Trust Fund, each Loan Seller shall, not later than ninety (90) days from such Loan Seller’s receipt of such notice of, and such written demand to take action with respect to, such Material Document Defect or Material Breach, as the case may be (any such 90-day period, the “Initial Resolution Period”), (i) cure the same in all material respects, (ii) repurchase its Loan Seller Transferred Interest in the Trust Loan at an amount equal to its Loan Seller Percentage Interest of the Repurchase Price in conformity with the applicable Trust Loan Purchase Agreement or (iii) indemnify the Trust for its Loan Seller Percentage Interest of the losses directly related to such Material Breach or Material Document Defect, subject to receipt of a No Downgrade Confirmation from each Rating Agency with respect to such action (or if each Rating Agency waives review or fails to respond to a request for a No Downgrade Confirmation, subject to (y) approval of the Directing Holder so long as a Subordinate Control Period is in effect and (z) consultation with the Directing Holder so long as a Subordinate Consultation Period is in effect (or if the Directing Holder is an Affiliate of the Loan Seller, subject to the approval of the Special Servicer)); provided that if (i) such Material Document Defect or Material Breach is capable of being cured but not within the Initial Resolution Period, (ii) such Material Document Defect or Material Breach is not related to the Trust Loan not being a Qualified Mortgage and (iii) a Loan Seller has commenced and is diligently proceeding with the cure of such Material Document Defect or Material Breach within the Initial Resolution Period, then such Loan Seller shall have an additional period equal to the applicable Resolution Extension Period to complete such cure or, failing such cure, to repurchase its Loan Seller Transferred Interest or indemnify the Trust in respect of its Loan Seller Percentage Interest of losses. Notwithstanding the preceding sentence, if such Material Breach or Material Document Defect would cause the Trust Loan to be other than a Qualified Mortgage, then, within ninety (90) days of the date of discovery of such Material Breach or Material Document Defect, the applicable Loan Seller shall (i) cure the same in all material respects or (ii) repurchase its Loan Seller Percentage Interest in the Trust Loan at an amount equal to its Loan Seller Percentage Interest of the Repurchase Price. Any Breach or Defect that causes the Trust Loan not to be a Qualified Mortgage shall be deemed a Material Breach or Material Document Defect, as applicable. Notwithstanding the foregoing, the failure to deliver to the Trustee and the Custodian copies of the UCC financing statements with respect to the Trust Loan shall not be a Material Document Defect.

(f) In connection with any repurchase of the Trust Loan contemplated by this Section 2.03, subject to Section 2.03(j), (A) the Custodian, the Servicer and the Special Servicer shall each tender to the Loan Sellers or their designees all portions of the Mortgage File (in the case of the Custodian) and the Servicing File (in the case of the Servicer and the Special Servicer, as applicable) (including the original Trust Notes related to each Loan Seller’s Loan Seller Transferred Interest in the Trust Loan) and other documents pertaining to the Trust Loan possessed by it, upon delivery (i) to each of the Servicer or the Special Servicer, as applicable, of a trust receipt and (ii) to the Custodian by the Servicer or the Special Servicer, as applicable, of a Request for Release and an acknowledgement by the Servicer or Special Servicer, as applicable, of its receipt of each Loan Seller Percentage Interest of the Repurchase Price from the Loan Sellers, (B) each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned without recourse in the form of endorsement or assignment provided to the Custodian by the Loan Sellers, as the case may be, to the Loan Sellers as shall be necessary to vest in the Loan Sellers the legal and beneficial ownership of each Loan Seller’s respective repurchased Loan Seller Transferred Interest in the Trust Loan to the extent such ownership was transferred to the Trustee (provided, however, that the Servicer or Special Servicer, as applicable, shall use reasonable efforts to cooperate in furnishing necessary information to the extent in its possession to the Loan Sellers

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in connection with the preparation by the Loan Sellers of such endorsement or assignment) and (C) the Certificate Administrator, the Servicer and the Special Servicer shall release, or cause the release of, any escrow payments and reserve funds held by or on behalf of the Certificate Administrator, the Servicer and the Special Servicer, as applicable, or on the Certificate Administrator’s, the Servicer’s and the Special Servicer’s, as applicable, behalf, in respect of the Trust Loan to the Loan Sellers in accordance with their respective repurchased Loan Seller Transferred Interests in the Trust Loan.

(g) The Servicer (with respect to a Performing Loan) and the Special Servicer (with respect to a Specially Serviced Loan) shall, for the benefit of the Certificateholders and the Trustee, use reasonable efforts to enforce the obligations of the related Loan Seller(s) under Section 6 of the related Trust Loan Purchase Agreement(s). Such enforcement, including, without limitation, the legal prosecution of claims, shall be carried out in accordance with the Servicing Standard. The Trustee, the Certificate Administrator, the Servicer and the Special Servicer, as the case may be, shall be reimbursed for the reasonable costs of such enforcement: first, pursuant to Section 3.06 (with respect to the Trust Loan), out of the related Repurchase Price or indemnification amounts to the extent that such expenses are a specific component thereof; and second, if at the conclusion of such enforcement action it is determined that the amounts described in clause first are insufficient, then pursuant to Section 3.06, out of general collections on the Trust Loan on deposit in the Collection Account in each case with interest thereon at the Advance Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed. To the extent the Loan Sellers prevail in such proceeding, the Loan Sellers shall be entitled to reimbursement from the Trust for all necessary and reasonable costs and expenses incurred in connection with such proceeding.

So long as document exceptions are outstanding, on each anniversary of the Closing Date, the Custodian shall prepare and forward to the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Operating Advisor and the Loan Sellers, a document exception report setting forth the then current status of any Defects related to the Mortgage Files in a format mutually agreed upon between the Custodian and the Trustee.

It is understood and agreed that Section 6 of each Trust Loan Purchase Agreement provides the sole remedy available to the Certificateholders and the Trustee on behalf of the Certificateholders respecting any Breach (including a Breach with respect to the Trust Loan failing to constitute a Qualified Mortgage) or any Defect.

(h) In the event that any litigation is commenced which alleges facts which, in the judgment of the Depositor, could constitute a breach of any of the Depositor’s representations and warranties relating to the Trust Loan, the Depositor hereby reserves the right to conduct the defense of such litigation at its expense and shall not be required to obtain any consent from the Servicer or the Special Servicer, unless such defense results in any liability of the Servicer or the Special Servicer, as applicable.

(i) If for any reason any Loan Seller fails to fulfill its obligations under the related Trust Loan Purchase Agreement with respect to the Trust Loan, the Servicer (with respect to a Performing Loan) and the Special Servicer (with respect to a Specially Serviced Loan) shall use reasonable efforts in enforcing any obligation of such Loan Seller to cure or repurchase or make an indemnity payment with respect to its Loan Seller Transferred Interest under the terms of the related Trust Loan Purchase Agreement all at the expense of the related Loan Seller.

(j) To the extent that not all of the Loan Sellers repurchase their respective Loan Seller Percentage Interests pursuant to the terms of the respective Trust Loan Purchase Agreements, the portion of the Trust Loan so repurchased shall be a Companion Loan subject in all respects to the Co-Lender Agreement. In addition, (i) the Trust Loan shall continue to be serviced by the Servicer and, as applicable, the Special Servicer, in accordance with the terms of this Agreement on behalf of each repurchasing Loan

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Seller and the Certificateholders as a collective whole, and the Servicer or the Special Servicer, as applicable, shall be the sole representative of the lender in connection with any enforcement, bankruptcy or other proceeding, (ii) the Trustee, on behalf of the Trust, shall remain the mortgagee of record with respect to the Mortgage, (iii) the Servicing Fee and/or Special Servicing Fee shall continue to be calculated based on the entire Stated Principal Balance of the Trust Loan or Whole Loan, as applicable, (iv) the Custodian shall retain all portions of the Mortgage File other than the related Trust Notes corresponding to the repurchased Loan Seller Transferred Interests, (v) each repurchasing Loan Seller shall be entitled to remittances on or prior to the Distribution Date of its pro rata share, based upon its Loan Seller Percentage Interest, of all amounts that would otherwise be available for distribution on such Distribution Date pursuant to Article IV hereof to Certificateholders (other than any amounts in respect of any P&I Advance) with respect to the Trust Loan less (A) fees and expenses with respect to servicing of such Loan Seller’s Loan Seller Percentage Interest and (B) all costs and expenses incurred in connection with the Loan Seller’s repurchase obligations and such amounts shall be wired in accordance with the directions provided to the Trustee, the Certificate Administrator and the Servicer by the Loan Seller to the extent such direction is received at least ten (10) Business Days prior to the related Distribution Date, (vi) each repurchasing Loan Seller, provided that it is not a Borrower Related Party, shall be entitled to receive any and all reports and have access to any and all information as a Privileged Person under the terms of this Agreement, (vii) no amendment may be made to this Agreement that would materially and adversely affect the rights of a repurchasing Loan Seller in respect of such repurchasing Loan Seller’s Loan Seller Transferred Interest without the consent of such repurchasing Loan Seller, (viii) to the extent the Trustee, on behalf of the Trust, holds record or legal title to any Mortgage File document that relates to any Loan Seller’s Loan Seller Transferred Interest in the Trust Loan repurchased pursuant to this Section 2.03, the Trustee shall hold such title in trust for the use and benefit of the Trust and the related Loan Seller collectively, (ix) to the extent this Agreement refers to the “Mortgage File,” such “Mortgage File” shall be construed to mean the Mortgage File for the entire Trust Loan (except that references to any Trust Note in favor of a repurchasing Loan Seller shall be construed to instead refer to a photocopy of such Trust Note) and (x) the Servicer and the Special Servicer shall not be required to obtain the concurrence or consent of a repurchasing Loan Seller prior to, or as a condition to, taking any action required of either of the Servicer or the Special Servicer pursuant to the terms of this Agreement, nor shall the repurchasing Loan Seller have any right to direct the actions of the Servicer or Special Servicer, and the rights, duties and obligations of the Directing Holder under this Agreement shall not be altered or reduced in such event. Neither the Servicer nor the Trustee shall make any P&I Advance or Administrative Advance with respect to any Loan Seller Transferred Interest of the Trust Loan which has been repurchased as described herein.

Section 2.04 Representations, Warranties and Covenants of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Operating Advisor. (a) Xxxxx Fargo Bank, National Association, as the Servicer, hereby represents and warrants with respect to itself to the Trustee, for its own benefit and the benefit of the Certificateholders and the Companion Loan Holder, to the Depositor, to the Certificate Administrator, to the Special Servicer and to the Operating Advisor, as of the Closing Date, that:

(i) It is a national banking association, duly organized, validly existing, and is in good standing, under the laws of the United States of America and it is in compliance with the laws of the state (within the United States of America) in which the Property is located to the extent necessary to perform its obligations under this Agreement;

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

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judgment or decree to which it or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either its ability to perform its obligations under this Agreement or its financial condition;

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

(iv) This Agreement, assuming due authorization, execution and delivery by the Trustee, the Paying Agent, the Certificate Administrator, the Special Servicer and the Depositor, constitutes a valid, legal and binding obligation of it, enforceable against it in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

(v) It is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default in its reasonable judgment is likely to materially and adversely affect the financial condition or its operations or its properties taken as a whole or its ability to perform its duties and obligations hereunder;

(vi) No litigation is pending or, to the best of its knowledge, threatened against it which would prohibit it from entering into this Agreement or, in its good faith and reasonable judgment is likely to materially and adversely affect either its ability to perform its obligations under this Agreement or its financial condition;

(vii) No consent, approval, authorization or order of any court or governmental agency or body is required for its execution, delivery and performance of, or compliance by it, with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of it to perform its obligations hereunder; and

(viii) Each of its officers and employees that has responsibilities concerning the servicing and administration of the Trust Loan is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage required by this Agreement.

(ix) To the actual knowledge of the Servicer, the Servicer is not a Credit Risk Retention Affiliate of the Third Party Purchaser

(b) Situs Holdings, LLC, as Special Servicer, hereby represents and warranty with respect to itself to the Trustee, for its own benefit and the benefit of the Certificateholders, to the Depositor, to the Certificate Administrator, to the Servicer and to the Operating Advisor, as of the Closing Date, that:

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

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to conduct its business and to execute, deliver, and comply with its obligations under this Agreement;

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

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

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

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

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

(vii) it has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with respect to such risks, which in either case, complies with the requirements of Section 3.08 hereof.

(viii) The representations and warranties of the Special Servicer set forth in this Section 2.04(b) shall survive until termination of this Agreement, and shall inure to the benefit of the parties hereto, the Certificateholders.

(c) It is understood and agreed that the representations and warranties set forth in this Section shall survive delivery of the Mortgage File to the Trustee or the Custodian on behalf of the Trustee until the termination of this Agreement, and shall inure to the benefit of the Trustee, the Certificate Administrator, the Depositor, the Operating Advisor, the Companion Loan Holder and the Servicer or Special Servicer, as the case may be. Upon discovery by the Depositor, the Operating Advisor, the Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate Administrator (or upon written notice thereof from any Certificateholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders, the Certificate Administrator, the Operating Advisor, the Servicer, Special Servicer, the Companion Loan Holder or the Trustee in the Trust Loan, the party discovering such breach shall give prompt written notice to the other parties hereto and the Loan Sellers.

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(d) The Trustee hereby represents and warrants to the Depositor, the Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Certificateholders and the Companion Loan Holder as of the Closing Date, that:

(i) The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America and has full power, authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement;

(ii) This Agreement has been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(iii) Neither the execution and delivery of this Agreement by the Trustee nor the consummation by the Trustee of the transactions herein contemplated to be performed by the Trustee, nor compliance by the Trustee with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any applicable law (subject to the appointment in accordance with such applicable law of any co-Trustee or separate Trustee required pursuant to this Agreement), governmental rule, regulation, judgment, decree or order binding on the Trustee or its properties or the organizational documents of the Trustee or the terms of any material agreement, instrument or indenture to which the Trustee is a party or by which it is bound which, in the Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement;

(iv) The Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the Trustee or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially and adversely affect the condition (financial or otherwise) or operation of the Trustee or its properties or impair the ability of the Trust Fund to realize on the Trust Loan;

(v) No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Trustee of or compliance by the Trustee with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse effect on the Trustee’s ability to perform its obligations hereunder;

(vi) To the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification Agreement, dated the Pricing Date, between the Trustee, the Depositor and the Initial Purchasers.

(vii) To the actual knowledge of the Trustee, the Trustee is not a Credit Risk Retention Affiliate of the Third Party Purchaser

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(e) The Certificate Administrator hereby represents and warrants to the Depositor, the Trustee, the Servicer, the Special Servicer, the Operating Advisor, the Certificateholders and the Companion Loan Holder as of the Closing Date, that:

(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 of America and has full power, authority and legal right to own its property and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement.

(ii) This Agreement has been duly authorized, executed and delivered by the Certificate Administrator and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Certificate Administrator in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

(iii) Neither the execution and delivery of this Agreement by the Certificate Administrator nor the consummation by the Certificate Administrator of the transactions herein contemplated to be performed by the Certificate Administrator, nor compliance by the Certificate Administrator with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any applicable law, governmental rule, regulation, judgment, decree or order binding on the Certificate Administrator or its properties or the organizational documents of the Certificate Administrator or the terms of any material agreement, instrument or indenture to which the Certificate Administrator is a party or by which it is bound which, in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator to perform its obligations under this Agreement.

(iv) The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the Certificate Administrator or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially and adversely affect the ability of the Certificate Administrator to perform its obligations under this Agreement;

(v) No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Certificate Administrator of or compliance by the Certificate Administrator with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse effect on the Certificate Administrator’s ability to perform its obligations hereunder; and

(vi) To the best of the Certificate Administrator’s knowledge, no litigation is pending or 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 or the Indemnification Agreement, dated the Pricing Date, among the Certificate Administrator, the Depositor and the Initial Purchasers.

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(vii) To the actual knowledge of the Certificate Administrator, the Certificate Administrator is not a Credit Risk Retention Affiliate of the Third Party Purchaser.

(f) The Operating Advisor hereby represents and warrants to the Depositor, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator, the Certificateholders and the Companion Loan Holder as of the Closing Date, that:

(i) The Operating Advisor is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of New York and has full power, authority and legal right to own its property and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement;

(ii) This Agreement has been duly authorized, executed and delivered by the Operating Advisor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Operating Advisor in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law);

(iii) Neither the execution and delivery of this Agreement by the Operating Advisor nor the consummation by the Operating Advisor of the transactions herein contemplated to be performed by the Operating Advisor, nor compliance by the Operating Advisor with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any applicable law, governmental rule, regulation, judgment, decree or order binding on the Operating Advisor or its properties or the organizational documents of the Operating Advisor or the terms of any material agreement, instrument or indenture to which the Operating Advisor is a party or by which it is bound which, in the Operating Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating Advisor to perform its obligations under this Agreement;

(iv) The Operating Advisor is not in violation of, and the execution and delivery of this Agreement by the Operating Advisor and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the Operating Advisor or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;

(v) No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Operating Advisor of or compliance by the Operating Advisor with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse effect on the Operating Advisor’s ability to perform its obligations hereunder;

(vi) To the best of the Operating Advisor’s knowledge, no litigation is pending or threatened against the Operating Advisor which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification Agreement, dated the Pricing Date, among the Operating Advisor, the Depositor and the Initial Purchasers;

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(vii) it has errors and omissions insurance which is in full force and effect and complies with the requirements of Section 3.08(e); and

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

Section 2.05 Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests; Issuance of Upper-Tier Interests. The Trustee acknowledges the assignment to it of the Trust Loan and the delivery of the Mortgage File to the Custodian (to the extent the documents constituting the Mortgage File is actually delivered to the Custodian), subject to the provisions of Section 2.01 and Section 2.02 and, concurrently with such delivery, (a) acknowledges and hereby declares that it holds the Trust Loan and the other assets included in the Lower-Tier REMIC on behalf of the Lower-Tier REMIC and the Holders of the Certificates; (b) acknowledges the issuance of the Lower-Tier Regular Interests to the Depositor in exchange for the Trust Loan and other assets included in the Lower-Tier REMIC, (c) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests to the Upper-Tier REMIC and hereby declares that it holds the Lower-Tier Regular Interests on behalf of the Upper-Tier REMIC and the Holders of the Certificates (other than the Class LR Certificates); and (d) acknowledges the issuance of the Class LR Certificates and, in exchange for the Lower-Tier Regular Interests, acknowledges the issuance of the Certificates, in authorized Denominations, in each case registered in the names set forth in such order or as so directed in this Agreement and duly authenticated by the Authenticating Agent, which Certificates, along with the Class LR Certificates, evidence ownership of the entire Trust Fund.

Section 2.06 Miscellaneous REMIC Provisions. (a) The Lower-Tier Regular Interests issued hereunder 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 LR Certificates are 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.

The Certificates (other than the Class R and Class LR Certificates) are hereby designated as “regular interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class R Certificates are 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.

The Closing Date is hereby designated as the “Startup Day” of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” for purposes of Section 860G(a)(l) of the Code for the Lower-Tier Regular Interests and the Certificates (other than the Class R and Class LR Certificates) is the Rated Final Distribution Date.

(b) None of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Servicer or the Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.

Article III

ADMINISTRATION AND SERVICING
OF THE TRUST FUND

Section 3.01 The Servicer to Act as Servicer; Special Servicer To Act as Special Servicer; Administration of the Whole Loan. (a) The Servicer (with respect to the Whole Loan if it is a Performing Loan) and the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced Loan or an REO Loan), each as an independent contractor servicer, shall service and administer the Whole Loan on behalf of the Trust Fund and the Trustee (as Trustee for the Certificateholders) and the Companion

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Loan Holder (as a collective whole as if such Certificateholders and the Companion Loan Holder constituted a single lender), in accordance with the Servicing Standard.

The Servicer’s or Special Servicer’s liability for actions and omissions in its capacity as Servicer or Special Servicer, as the case may be, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.03 hereof). To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement, the Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Notes; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Servicer or Special Servicer of the collectability of the Whole Loan. Subject only to the Servicing Standard, the Servicer and Special Servicer shall have full power and authority, acting alone or through one or more Sub-Servicers (subject to paragraph (c) of this Section 3.01, to the related Sub-Servicing Agreement with each Sub-Servicer and to Section 3.02), to do or cause to be done any and all things in connection with such servicing and administration that it may deem consistent with the Servicing Standard and, in its reasonable judgment, in the best interests of the Certificateholders and the Companion Loan Holder (as a collective whole as if such Certificateholders and the Companion Loan Holder constituted a single lender), including, without limitation, with respect to the Whole Loan to prepare, execute and deliver, on behalf of the Certificateholders, the Companion Loan Holder and the Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on the Property and related collateral; (ii) any modifications, waivers, consents or amendments to or with respect to any documents contained in the Mortgage File; and (iii) any and all instruments of satisfaction or cancellation, or of partial or release or discharge, and all other comparable instruments, with respect to the Whole Loan and the Property. Notwithstanding the foregoing, neither the Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of the Whole Loan except under the circumstances described in Section 3.03, Section 3.09, Section 3.10, Section 3.24, Section 3.25 and Section 3.26 hereof. The Servicer (with respect to the Whole Loan if it is a Performing Loan) and the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced Loan or an REO Loan) shall provide to the Borrower reports required to be provided to it pursuant to the Loan Documents. Subject to Section 3.11, the Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Servicer and Special Servicer, as applicable, any powers of attorney (substantially in the form attached hereto as Exhibit Q or such other form as mutually agreed to by the Trustee and the Servicer or the Special Servicer, as applicable) and other documents (including, but not limited to, other powers of attorney) prepared by the Servicer and Special Servicer, as applicable, and necessary or appropriate (as certified in such written request) to enable the Servicer and Special Servicer, as applicable, to carry out their servicing and administrative duties hereunder. The Trustee shall not be held liable for any misuse of any such power of attorney by the Servicer and Special Servicer, as applicable. Notwithstanding anything contained herein to the contrary, none of the Servicer or the Special Servicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Servicer’s or Special Servicer’s, as applicable, representative capacity; provided, however, that in those jurisdictions in which the foregoing requirement would not be legally or procedurally permissible, the Servicer or the Special Servicer, as applicable, shall provide five (5) Business Days’ prior written notice to the Trustee of the initiation of such action, suit or proceeding (or provide such prior written notice as the Servicer or the Special Servicer, as applicable, shall determine in its reasonable judgment exercised in accordance with the Servicing Standard, to be reasonably practicable prior to filing such action, suit or proceeding) (and shall not be required to obtain the Trustee’s written consent or indicate the Servicer’s or the Special Servicer’s, as applicable, representative capacity) or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.

(b) Unless otherwise provided in the Notes, the Loan Agreement or the Co-Lender Agreement, the Servicer shall apply any partial Principal Prepayment received on the Whole Loan on a date other than a Due Date to the Stated Principal Balance of the Whole Loan as of the Due Date immediately

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following the date of receipt of such partial Principal Prepayment; provided that the Servicer shall use its best efforts to apply any total or partial Principal Prepayment received on the Whole Loan on a date following a Due Date but prior to the close of business on the Business Day prior to the related Servicer Remittance Date to the Stated Principal Balance of the Whole Loan as of the Due Date immediately preceding the date of receipt of such total or partial Principal Prepayment. Unless otherwise provided in the Notes, if the Whole Loan is defeased, the Servicer shall apply any amounts received on U.S. Treasury obligations pursuant to the terms of the Loan Documents to the Stated Principal Balance of and interest on the Whole Loan as of the Due Date immediately following the receipt of such amounts.

(c) The Servicer and the Special Servicer, may enter into Sub-Servicing Agreements with third parties with respect to any of its respective obligations hereunder, provided that (i) any such agreement requires the Sub-Servicer to comply in all material respects with all of the applicable terms and conditions of this Agreement and shall be consistent with the provisions of this Agreement and the terms of the Loan Documents and the Co-Lender Agreement, (ii) if such Sub-Servicer is a Servicing Function Participant, any such agreement provides that (x) the failure of such Sub-Servicer to comply with any of the requirements under Sections 3.27, 3.28 or 3.29 applicable to such Sub-Servicer, including the failure to deliver any reports or certificates at the time such report or certification is required under Sections 3.27, 3.28 or 3.29 and (y) the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other trust and servicing agreement relating to any other series of certificates offered by the Depositor shall constitute a termination event by such Sub-Servicer upon the occurrence of which the Servicer shall (and the Depositor may) immediately terminate the related Sub-Servicer under the related Sub-Servicing Agreement, which termination shall be deemed for cause, (iii) no Sub-Servicer retained by the Servicer or the Special Servicer, as applicable, shall grant any modification, waiver or amendment to the Whole Loan or foreclose on the Mortgage without the approval of the Servicer or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth in Section 3.09, Section 3.10, Section 3.24, Section 3.25 and Section 3.26 (as applicable), (iv) such agreement shall be consistent with the Servicing Standard and (v) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such agents or Subcontractors are consistent with the provisions of this Section 3.01(c) (including, for the avoidance of doubt, that no such agent or Subcontractor is a Prohibited Party, if such agent or Subcontractor would be a Servicing Function Participant, at the time the related Sub-Servicing Agreement is entered into). Any monies received by a Sub-Servicer pursuant to a Sub-Servicing Agreement (other than sub-servicing fees) shall be deemed to be received by the Servicer on the date received by such Sub-Servicer.

Any Sub-Servicing Agreement entered into by the Servicer or the Special Servicer, as applicable, shall provide that it may be assumed by the Trustee (in its sole discretion) if the Trustee has assumed the duties of the Servicer or the Special Servicer, respectively, or any successor Servicer or Special Servicer, as applicable, without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations, except to the extent they arose prior to the date of assumption, of the Servicer or the Special Servicer, as applicable, pursuant to Section 7.02 (it being understood that any such obligations shall be the obligations of the terminated Servicer or Special Servicer, as applicable, only).

Any Sub-Servicing Agreement, and any other transactions or services relating to the Whole Loan involving a Sub-Servicer, shall be deemed to be between the Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Operating Advisor, the Trust Fund, Certificateholders and the Companion Loan Holder shall not be deemed parties thereto and shall have no claims, rights (except as specified below), obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(c)(ii) and Section 3.01(d).

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Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.01, in no event shall the Trust Fund, the Trustee, the Certificate Administrator, the Depositor or the Companion Loan Holder bear any termination fee required to be paid to any Sub-Servicer as a result of the termination of any Sub-Servicing Agreement.

(d) If the Trustee or any successor Servicer assumes the obligations of the Servicer, or if the Trustee or any successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.02, the Trustee, the successor Servicer or such successor Special Servicer, as applicable, to the extent necessary to permit the Trustee, the successor Servicer or such successor Special Servicer, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee, the successor Servicer or such successor Special Servicer, as applicable, succeed to all of the rights and obligations of the Servicer or the Special Servicer, as applicable, under any Sub-Servicing Agreement entered into by the Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c). In such event, such successor shall be deemed to have assumed all of the Servicer’s or the Special Servicer’s interest, as applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Servicer or the Special Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to such successor, except that the Servicer or the Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of such successor.

If the Trustee or any successor Servicer or successor Special Servicer, as applicable, assumes the servicing obligations of the Servicer or the Special Servicer, as applicable, then upon request of such successor, the Servicer or Special Servicer, as applicable, shall at its own expense (except in the event that the Special Servicer is terminated pursuant to Section 3.22, at the expense of the Certificateholders effecting such termination, as applicable) deliver to such successor all documents and records relating to any Sub-Servicing Agreement and the Trust Loan and/or the Companion Loan then being serviced thereunder and an accounting of amounts collected and held by it, if any, and shall otherwise use commercially reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to such successor. The Servicer shall not be required to assume the obligations of the Special Servicer and nothing in this paragraph shall imply otherwise.

(e) In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions, including those relating to the funding of terrorist activities and money laundering (for purposed of this clause (e), “Applicable Law”), the Servicer and the Special Servicer, as the case may be, are required to obtain, verify and record certain information relating to individuals and entities that maintain a business relationship with the Servicer or the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Servicer and the Special Servicer, upon its respective request from time to time, such identifying information and documentation as may be available for such party in order to enable the Servicer and the Special Servicer to comply with Applicable Law.

(f) The parties hereto acknowledge that the Whole Loan is subject to the terms and conditions of the Co-Lender Agreement. The parties hereto further recognize the rights and obligations of the Companion Loan Holder under the Co-Lender Agreement, including, without limitation with respect to (i) the allocation of collections (and all other amounts received in connection with the Whole Loan) on or in respect of the Whole Loan and (ii) the allocation of Default Interest on or in respect of the Whole Loan. In the event of any inconsistency or discrepancy between the provisions, terms or conditions of the Co-Lender Agreement and the provisions, terms or conditions of this Agreement, the Co-Lender Agreement shall govern, and as to any matter on which the Co-Lender Agreement is silent or makes reference to this Agreement, this Agreement shall govern.

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Section 3.02 Liability of the Servicer and the Special Servicer When Sub-Servicing. Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Servicer or Special Servicer, as applicable, and any Person acting as Sub-Servicer (or its agents or Subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee (on behalf of the Certificateholders and the Companion Loan Holder) and the Certificateholders for the servicing and administering of the Whole Loan in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such Sub-Servicing Agreements or arrangements or by virtue of indemnification from the Depositor or any other Person acting as Sub-Servicer (or its agents or Subcontractors) to the same extent and under the same terms and conditions as if the Servicer or the Special Servicer, as applicable, alone was servicing and administering the Whole Loan. Each of the Servicer and the Special Servicer shall be entitled to enter into an agreement with any Sub-Servicer providing for indemnification of the Servicer or the Special Servicer, as applicable, by such Sub-Servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.

Section 3.03 Collection of Whole Loan Payments. (a) The Servicer (with respect to the Whole Loan if it is a Performing Loan) and the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced Loan) shall use reasonable efforts to collect all payments called for under the terms and provisions of the Whole Loan, and shall follow the Servicing Standard with respect to such collection procedures; provided, however, that nothing herein contained shall be construed as an express or implied guarantee by the Servicer or the Special Servicer of the collectability of the Whole Loan. With respect to the Performing Loan, the Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income statements and rent rolls from the Borrower as required by the Loan Documents and the terms hereof. The Servicer shall provide at least ninety (90) days’ notice (with a copy to the Special Servicer) to the Borrower of Balloon Payments coming due. Consistent with the foregoing, the Servicer (with respect to the Whole Loan if it is a Performing Loan) or the Special Servicer (with respect to the Whole Loan if it is a Specially Serviced Loan) may in their discretion waive any late payment charge or Default Interest in connection with any delinquent Monthly Payment or Balloon Payment with respect to the Whole Loan. In addition, the Special Servicer shall be entitled to take such actions with respect to the collection of payments on the Whole Loan as is permitted or required under this Agreement.

Section 3.04 Collection of Taxes, Assessments and Similar Items; Escrow Accounts. (a) The Servicer shall maintain accurate records with respect to the Property reflecting the status of taxes, assessments and other similar items that is or may become a lien thereon and the status of insurance premiums payable with respect thereto. If the Whole Loan is a Specially Serviced Loan, the Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income statements and rent rolls from the Borrower as required by the Loan Documents. The Special Servicer, in the case of an REO Loan, and the Servicer, in the case of the Whole Loan, shall use reasonable efforts consistent with the Servicing Standard to, from time to time, (i) obtain all bills for the payment of such items (including renewal premiums), and (ii) effect, or, if the Special Servicer, to use reasonable efforts to cause the Servicer to effect, payment of all such bills with respect to the Property prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments as allowed under the terms of the Loan Documents. If the Borrower fails to make any such payment on a timely basis or collections from the Borrower are insufficient to pay any such item before the applicable penalty or termination date, the Servicer shall advance the amount of any shortfall as a Property Advance unless the Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance (provided that with respect to advancing insurance premiums or delinquent tax assessments the Servicer shall comply with the provisions of Section 3.21(d)). The Servicer shall be entitled to reimbursement of Property Advances, with interest thereon at the Advance Rate, that it makes pursuant to this Section 3.04 from

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amounts received on or in respect of the Whole Loan respecting which such Advance was made or if such Advance has become a Nonrecoverable Advance, to the extent permitted by Section 3.06. No costs incurred by the Servicer in effecting the payment of taxes and assessments on the Property shall, for the purpose of calculating distributions to Certificateholders, be added to the amount owing under the Whole Loan, notwithstanding that the terms of the Whole Loan so permit.

(b) The Servicer shall segregate and hold all funds collected and received constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited within two (2) Business Days after receipt of properly identified funds and maintained in accordance with the requirements of the Whole Loan and in accordance with the Servicing Standard. The Servicer shall also deposit into each Escrow Account any amounts representing losses on Permitted Investments to the extent required pursuant to Section 3.07(b) and any Insurance Proceeds or Liquidation Proceeds which are required to be applied to the restoration or repair of the Property pursuant to the Whole Loan. Escrow Accounts shall be Eligible Accounts (except to the extent the Loan Documents require it to be held in an account that is not an Eligible Account); provided, however, that in the event the ratings of the financial institution holding such account are downgraded to a ratings level below that of an Eligible Account (except to the extent the Loan Documents require it to be held in an account that is not an Eligible Account), the Servicer shall have thirty (30) Business Days (or such longer time as confirmed by a No Downgrade Confirmation, obtained at the expense of the Servicer relating to the Certificates) to transfer such account to an Eligible Account. Escrow Accounts shall be entitled, “Xxxxx Fargo Bank, National Association, as Servicer, on behalf of Wilmington Trust, National Association, as Trustee, in trust for the benefit of the Holders of Grace Trust 2020-GRCE Commercial Mortgage Pass-Through Certificates, Series 2020-GRCE the Borrower and the Companion Loan Holder”. Withdrawals from an Escrow Account may be made by the Servicer only:

(i) to effect timely payments of items constituting Escrow Payments for the Mortgage;

(ii) to transfer funds to the Collection Account (or any sub-account thereof) to reimburse the Servicer or the Trustee for any Property Advance (with interest thereon at the Advance Rate) relating to Escrow Payments, but only from amounts received with respect to the Whole Loan which represent late collections of Escrow Payments thereunder;

(iii) for application to the restoration or repair of the Property in accordance with the Whole Loan and the Servicing Standard;

(iv) to clear and terminate such Escrow Account upon the termination of this Agreement or pay-off of the Whole Loan;

(v) to pay from time to time to the Borrower any interest or investment income earned on funds deposited in the Escrow Account if such income is required to be paid to the Borrower under law or by the terms of the Loan Documents, or otherwise to the Servicer; or

(vi) to remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to the Borrower determined to be overages.

(c) The Servicer shall, as to the Whole Loan (i) maintain accurate records with respect to the Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, if the Whole Loan requires the Borrower to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of

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effecting any such payment for which it is responsible, the Servicer shall apply Escrow Payments as allowed under the terms of the Loan Documents (or, if the Whole Loan does not require the Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Servicer shall use reasonable efforts consistent with the Servicing Standard to cause the Borrower to comply with the requirement of the Mortgage that the Borrower makes payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the Property for nonpayment of such items). Subject to Section 3.21, the Servicer shall timely make a Property Advance to cover any such item which is not so paid, including any penalties or other charges arising from the Borrower’s failure to timely pay such items.

Section 3.05 Collection Account; Distribution Accounts and Interest Reserve Account. (a) The Servicer shall establish and maintain a Collection Account, for the benefit of the Certificateholders, the Companion Loan Holder and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection Account shall be established and maintained as an Eligible Account.

The Servicer shall deposit or cause to be deposited in the Collection Account within two Business Days following receipt of properly identified funds of the following payments and collections received or made by or on behalf of it on or with respect to the Whole Loan subsequent to the Cut-off Date:

(i) all payments on account of principal on the Whole Loan, including the principal component of all Unscheduled Payments;

(ii) all payments on account of interest on the Whole Loan (net of the related Servicing Fee Rate), including Default Interest, Prepayment Premiums and the interest component of all Unscheduled Payments;

(iii) any amounts required to be deposited pursuant to Section 3.07(b), in connection with net losses realized on Permitted Investments with respect to funds held in the Collection Account;

(iv) all Net REO Proceeds withdrawn from the related REO Account pursuant to Section 3.15(b);

(v) any amounts received from the Borrower which represent recoveries of Property Protection Expenses or items for which Administrative Advances were made and are allocable to the Whole Loan, to the extent not permitted to be retained by the Servicer as provided herein;

(vi) all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of the Whole Loan or REO Property, other than Liquidation Proceeds that are received in connection with a purchase of the Whole Loan or REO Property that are to be deposited in the Lower-Tier Distribution Account pursuant to Section 9.01, together with any amounts representing recoveries of Nonrecoverable Advances in respect of the Whole Loan;

(vii) Penalty Charges on the Whole Loan to the extent required to offset interest on Advances and Additional Trust Fund Expenses pursuant Section 3.12(d);

(viii) any amounts