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2: EX-31 Certification -- §302 - SOA'02 HTML 25K
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
Securities
registered pursuant to Section 12(g) of the Act:
NONE.
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes
___ No X
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.
Yes
___ No X
Note
- Checking the box above will not relieve any registrant required to file
reports pursuant to Section 13 or 15(d) of the Exchange Act from their
obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes
X No ___
Indicate
by check mark whether the registrant has submitted electronically every Interactive
Data File required to be submitted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit such files).
Not
applicable.
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting company, or
emerging growth company. See the definitions of "large accelerated
filer", "accelerated filer,""smaller reporting
company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ___
Accelerated filer ___
Non-accelerated filer X (Do not check if a smaller reporting company)
Smaller reporting company ___
Emerging
growth company ___
If
an emerging growth company, indicate by check mark if the registrant has
elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of
the Exchange Act.
Not
applicable.
Indicate
by check mark whether the registrant has filed a report on and attestation to
its management’s assessment of the effectiveness of its internal control over
financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.
7262(b)) by the registered public accounting firm that prepared or issued its
audit report.
Not applicable.
If securities are registered pursuant to Section 12(b)
of the Act, indicate by check mark whether the financial statements of the
registrant
included in the filing reflect the correction of an error to previously issued
financial statements.
Not applicable.
Indicate
by check mark whether any of those error corrections are restatements that
required a recovery analysis of incentive-based compensation received by any of
the registrant’s executive officers during the relevant recovery period
pursuant to §240.10D-1(b).
Not applicable.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).
Yes
___ No X
State
the aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
the last business day of the registrant's most recently completed second fiscal
quarter.
Not
applicable.
Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by
a court.
Not
applicable.
Indicate
the number of shares outstanding of each of the registrant's classes of common
stock, as of the latest practicable date.
List
hereunder the following documents if incorporated by reference and the Part of
the Form 10-K (e.g., Part I, Part II, etc.) into which the document is
incorporated: (1)Any annual report to security holders; (2) Any proxy or
information statement; and (3)Any prospectus filed pursuant to Rule 424(b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980).
Not
applicable.
EXPLANATORY NOTES
The
BANK 2020-BNK29 mortgage pool includes the following mortgage loans, each of
which is serviced pursuant to a separate pooling and servicing agreement (each,
an “Outside Pooling and Servicing Agreement”):
•
the Grace Building mortgage loan, which is serviced pursuant to the Grace Trust
2020-GRCE trust and servicing agreement attached hereto as Exhibit 4.2;
•
the 711 Fifth Avenue mortgage loan, which is serviced pursuant to the GSMS
2020-GC47 pooling and servicing agreement attached hereto as Exhibit 4.3;
•
the Chasewood Technology Park mortgage loan and the ExchangeRight Net Leased
Portfolio #39 mortgage loan, which are serviced pursuant to the BANK 2020-BNK28
pooling and servicing agreement attached hereto as Exhibit 4.4;
• the McDonald’s Global HQ mortgage loan, which is
serviced pursuant to the BANK 2020-BNK30 pooling and servicing agreement
attached hereto as Exhibit 4.5; and
• the Courtyard Marriott Solana Beach mortgage loan,
which is serviced pursuant to the WFCM 2020-C58 pooling and servicing agreement
attached hereto as Exhibit 4.6.
Except
as set forth below, each of the parties to each pooling and servicing agreement
listed in the Exhibit Index both (1) participates in the servicing function for
purposes of Item 1122 of Regulation AB and (2) constitutes a servicer that
meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB for
purposes of Item 1123 of Regulation AB:
•
The trustee under a pooling and servicing agreement has a nominal role with
respect to the mortgage pool securitized pursuant to such pooling and servicing
agreement. The trustee’s only servicing function is the contingent
obligation to make certain advances if the master servicer under such pooling
and servicing agreement fails to do so, while all other servicing functions are
performed by other parties. The trustee under each of the pooling and
servicing agreements listed in the Exhibit Index has confirmed to the
registrant that it has not made any such contingent advances during the
reporting period, and consequently, each such trustee does not participate in
the servicing function for purposes of Item 1122 of Regulation AB, nor does it
perform the functions of a servicer for purposes of the definition of
“servicer” under Item 1101 of Regulation AB or for purposes of Item 1123 of
Regulation AB.
•
The certificate administrator under a pooling and servicing agreement performs
various payment administration functions solely for the securitization governed
by such pooling and servicing agreement and the mortgage pool securitized
pursuant to such pooling and servicing agreement and does not have any obligations
with respect to any other transaction. Consequently, the certificate
administrator under an Outside Pooling and Servicing Agreement does not
participate in the servicing function for purposes of Item 1122 of Regulation
AB, nor does it perform the functions of a servicer for purposes of the
definition of “servicer” under Item 1101 of Regulation AB or for purposes of
Item 1123 of Regulation AB.
•
The operating advisor under a pooling and servicing agreement represents the
interests of senior certificateholders in the transaction governed by such
pooling and servicing agreement and is responsible for monitoring the
performance of the special servicer under such pooling and servicing agreement
and producing certain reports to certificateholders relating to the resolution
of the mortgage pool securitized pursuant to such pooling and servicing
agreement. The operating advisor under a pooling and servicing agreement
does not have any obligations with respect to any other transaction and is
solely obligated to perform loan reporting functions with respect to the
securitization governed by such pooling and servicing agreement.
Consequently, the operating advisor under an Outside Pooling and Servicing
Agreement neither participates in the servicing function for purposes of Item
1122 of Regulation AB nor performs the functions of a servicer for purposes of
the definition of “servicer” under Item 1101 of Regulation AB or for purposes
of Item 1123 of Regulation AB. In addition, while the operating advisor under
a pooling and servicing agreement has certain reporting obligations in respect
of the related mortgage pool, it has no obligation to collect or disburse funds
in respect of the mortgage pool or to administer any of the underlying mortgage
loans. Consequently, the operating advisor under a pooling and servicing
agreement participates in the servicing function for purposes of Item 1122 of
Regulation AB, but is not responsible for the “management or collection of the
pool assets or making allocations or distributions to holders of the
asset-backed securities” within the meaning of “servicer” under Item 1101 of
Regulation AB and does not perform the functions of a servicer for purposes of
Item 1123 of Regulation AB.
•
The asset representations reviewer under a pooling and servicing agreement has
a limited obligation to review certain delinquent mortgage loans after a
specified delinquency threshold has been met and the required percentage of
certificateholders vote to direct a review of such delinquent mortgage loans,
and has no obligation to collect or disburse funds in respect of the mortgage
pool, to administer any of the underlying mortgage loans or to perform any
servicing function. Consequently, the asset representations reviewer
under a pooling and servicing agreement does not participate in the servicing
function for purposes of Item 1122 of Regulation AB, is not responsible for the
“management or collection of the pool assets or making allocations or
distributions to holders of the asset-backed securities” within the meaning of
“servicer” under Item 1101 of Regulation AB and does not perform the functions
of a servicer for purposes of Item 1123 of Regulation AB.
•
NCB, N.A. as NCB master servicer and NCB special servicer under each of the
BANK 2020-BNK28 pooling and servicing agreement and the BANK 2020-BNK30 pooling
and servicing agreement, only has obligations in respect of certain mortgage
loans sold to the BANK 2020-BNK28 securitization trust and the BANK 2020-BNK30
securitization trust, respectively, by NCB, N.A. Such party has no obligations
with respect to any mortgage loan included in the BANK 2020-BNK29 mortgage pool
and therefore in such capacity does not constitute a reporting “servicing
function participant” for purposes of Item 1122 of Regulation AB, as specified
in the Instruction 3 to Item 1122, and does not constitute a reporting
“servicer” for purposes of Item 1123 of Regulation AB, as specified in the
Instruction to Item 1123.
•
Situs Holdings, LLC is the special servicer under the Grace Trust 2020-GRCE
trust and servicing agreement, pursuant to which the Grace Building mortgage
loan is serviced. Because Situs Holdings, LLC is not the BANK 2020-BNK29
special servicer, is not affiliated with any sponsor and services only the
Grace Building mortgage loan, which constitutes more than 5% but less than 10%
of the mortgage pool, Situs Holdings, LLC, as Grace Trust 2020-GRCE special
servicer, constitutes a reporting “servicing function participant” for purposes
of Item 1122 of Regulation AB, as specified in the Instruction 3 to Item 1122,
but does not constitute a reporting “servicer” for purposes of Item 1123 of
Regulation AB, as specified in the Instruction to Item 1123.
•
Greystone Servicing Company LLC is the special servicer under the BANK
2020-BNK30 pooling and servicing agreement, pursuant to which the McDonald’s
Global HQ mortgage loan is serviced. Because Greystone Servicing Company
LLC is not the BANK 2020-BNK29 special servicer, is not affiliated with any
sponsor and services only the McDonald’s Global HQ mortgage loan, which
constitutes more than 5% but less than 10% of the mortgage pool, Greystone
Servicing Company LLC, as BANK 2020-BNK30 special servicer, constitutes a reporting
“servicing function participant” for purposes of Item 1122 of Regulation AB, as
specified in the Instruction 3 to Item 1122, but does not constitute a
reporting “servicer” for purposes of Item 1123 of Regulation AB, as specified
in the Instruction to Item 1123.
•
KeyBank National Association is the special servicer
under the GSMS 2020-GC47 pooling and servicing agreement, pursuant to which the
711 Fifth Avenue mortgage loan is serviced, and the special servicer under the
BANK 2020-BNK28 pooling and servicing agreement, pursuant to which the
Chasewood Technology Park mortgage loan and the ExchangeRight Net Leased
Portfolio #39 mortgage loan are serviced. Because KeyBank National
Association is not the BANK 2020-BNK29 special servicer, is not affiliated with
any sponsor and services only the 711 Fifth Avenue mortgage loan, the Chasewood
Technology Park mortgage loan and the ExchangeRight Net Leased Portfolio #39
mortgage loan, which collectively constitute more than 5% but less than 10% of
the mortgage pool, KeyBank National Association, as GSMS 2020-GC47 special
servicer and BANK 2020-BNK28 special servicer, constitutes a reporting
“servicing function participant” for purposes of Item 1122 of Regulation AB, as
specified in the Instruction 3 to Item 1122, but does not constitute a
reporting “servicer” for purposes of Item 1123 of Regulation AB, as specified
in the Instruction to Item 1123.
In
addition, each of the following parties engaged the services of certain
servicing function participants and sub-servicers for the reporting period, as
set forth below:
•
Wells Fargo Bank, National Association, as master servicer, engaged the
services of CoreLogic Solutions, LLC as a servicing function participant in
respect of the entire mortgage pool for the reporting period.
•
Wells Fargo Bank, National Association, as servicer under the Grace Trust
2020-GRCE trust and servicing agreement, pursuant to which the Grace Building
mortgage loan is serviced, engaged the services of CoreLogic Solutions, LLC as
a servicing function participant in respect of the Grace Building mortgage loan
for the reporting period.
•
Wells Fargo Bank, National Association, as master servicer under the BANK
2020-BNK30 pooling and servicing agreement, pursuant to which the McDonald’s
Global HQ mortgage loan is serviced, engaged the services of CoreLogic
Solutions, LLC as a servicing function participant in respect of the McDonald’s
Global HQ mortgage loan for the reporting period.
•
Wells Fargo Bank, National Association, as master servicer under the GSMS
2020-GC47 pooling and servicing agreement, pursuant to which the 711 Fifth
Avenue mortgage loan is serviced, engaged the services of CoreLogic Solutions,
LLC as a servicing function participant in respect of the 711 Fifth Avenue
mortgage loan for the reporting period.
•
Wells Fargo Bank, National Association, as master servicer under the BANK
2020-BNK28 pooling and servicing agreement, pursuant to which the Chasewood
Technology Park mortgage loan and the ExchangeRight Net Leased Portfolio #39
mortgage loan are serviced, engaged the services of CoreLogic Solutions, LLC as
a servicing function participant in respect of the Chasewood Technology Park
mortgage loan and the ExchangeRight Net Leased Portfolio mortgage loan for the
reporting period.
•
Wells Fargo Bank, National Association, as master servicer under the WFCM
2020-C58 pooling and servicing agreement, pursuant to which the Courtyard
Marriott Solana Beach mortgage loan is serviced, engaged the services of
CoreLogic Solutions, LLC as a servicing function participant in respect of the
Courtyard Marriott Solana Beach mortgage loan for the reporting period.
•
On November 1, 2021, pursuant to the second amended and restated servicing
agreement attached hereto as Exhibit 99.15, Computershare Trust Company,
National Association was engaged to perform all or virtually all of Wells Fargo
Bank, National Association’s roles as certificate administrator, custodian and
trustee, as applicable, under (i) the pooling and servicing agreement and (ii)
each Outside Pooling and Servicing Agreement.
PART I
Item 1.
Business.
Omitted.
Item 1A.
Risk Factors.
Omitted.
Item 1B.
Unresolved Staff
Comments.
None.
Item 1C.
Cybersecurity.
Omitted.
Item 2.
Properties.
Omitted.
Item 3.
Legal Proceedings.
Omitted.
Item 4.
Mine Safety Disclosures.
Omitted.
PART II
Item 5.
Market for Registrant's
Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities.
Omitted.
Item 6.
[Reserved]
Item 7.
Management's Discussion
and Analysis of Financial Condition and Results of Operations.
Omitted.
Item 7A.
Quantitative and
Qualitative Disclosures About Market Risk.
Omitted.
Item 8.
Financial Statements and
Supplementary Data.
Omitted.
Item 9.
Changes in and
Disagreements With Accountants on Accounting and Financial Disclosure.
Omitted.
Item 9A.
Controls and Procedures.
Omitted.
Item 9B.
Other Information.
None.
Item 9C.
Disclosure Regarding Foreign
Jurisdictions that Prevent Inspections.
None.
PART III
Item 10.
Directors, Executive
Officers and Corporate Governance.
Omitted.
Item 11.
Executive Compensation.
Omitted.
Item 12.
Security Ownership of
Certain Beneficial Owners and Management and Related Stockholder Matters.
Omitted.
Item 13.
Certain Relationships and
Related Transactions, and Director Independence.
Omitted.
Item 14.
Principal Accountant Fees
and Services.
Omitted.
ADDITIONAL
DISCLOSURE ITEMS FOR REGULATION AB
Item
1112(b) of Regulation AB, Significant Obligor Financial Information.
Not
applicable.
Item
1114(b)(2) of Regulation AB, Significant Enhancement Provider Financial
Information.
No
entity or group of affiliated entities provides any enhancement or other
support for the certificates as described under Item 1114 (a) of Regulation AB.
Item
1115(b) of Regulation AB, Certain Derivatives Instruments (Financial
Information).
No
entity or group of affiliated entities provides any derivative instruments for
the certificates as described under Item 1115 of Regulation AB.
Item
1117 of Regulation AB, Legal Proceedings.
The
registrant knows of no legal proceeding pending against the sponsors,
depositor, trustee, issuing entity, servicer contemplated by Item 1108(a)(3) of
Regulation AB, originator contemplated by Item 1110(b) of Regulation AB, or
other party contemplated by Item 1100(d)(1) of Regulation AB, or of which any
property of the foregoing is the subject, that is material to security holders,
other than as follows:
In
December 2014, Phoenix Light SF Limited (Phoenix Light) and certain related
entities filed a complaint in the United States District Court for the Southern
District of New York alleging claims against Wells Fargo Bank, N.A., in its
capacity as trustee for a number of residential mortgage-backed securities
(RMBS) trusts. Complaints raising similar allegations have been filed by
Commerzbank AG in the Southern District of New York, IKB International and IKB
Deutsche Industriebank (together, IKB) in New York state court, and Park Royal
I LLC and Park Royal II LLC in New York state court. In each case, the plaintiffs
allege that Wells Fargo Bank, N.A., as trustee, caused losses to investors, and
plaintiffs assert causes of action based upon, among other things, the
trustee’s alleged failure to notify and enforce repurchase obligations of
mortgage loan sellers for purported breaches of representations and warranties,
notify investors of alleged events of default, and abide by appropriate
standards of care following alleged events of default. In July 2022, the
district court dismissed Phoenix Light’s claims and certain of the claims
asserted by Commerzbank AG, and subsequently entered judgment in each case in
favor of Wells Fargo Bank, N.A. In August 2022, Phoenix Light and Commerzbank
AG each appealed the district court’s decision to the United States Court of Appeals
for the Second Circuit. Phoenix Light dismissed its appeal in May 2023,
terminating its case. In November 2023, Wells Fargo Bank, N.A. entered into an
agreement with IKB to resolve IKB’s claims. Wells Fargo Bank, N.A. previously
settled two class actions filed by institutional investors and an action filed
by the National Credit Union Administration with similar allegations.
Item
1119 of Regulation AB, Affiliations and Certain Relationships and Related
Transactions.
The
information regarding this Item has been provided previously in an annual
report on Form 10-K of the issuing entity or in the prospectus of the issuing
entity filed in a 424(b)(2) filing dated November 30, 2020.
Item
1122 of Regulation AB, Compliance with Applicable Servicing Criteria.
The
reports on assessment of compliance with the servicing criteria for
asset-backed securities and the related attestation reports on such assessments
of compliance are attached hereto under Item 15.
Item
1123 of Regulation AB, Servicer Compliance Statement.
The
servicer compliance statements are attached hereto under Item 15.
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.